Annual / Quarterly Financial Statement • Apr 16, 2012
Annual / Quarterly Financial Statement
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Consolidated Financial Statements 2011
35 Note 20: Long-Term Employee Benefit Assets and Obligations
38 Note 21: Deferred Taxes
The statutory auditor, BDO Réviseurs d'entreprises – Bedrijfsrevisoren Soc. Civ. SCRL, represented by Félix Fank and Hugues Fronville, has confirmed that its audit work, which is substantially complete, has not revealed any significant matters requiring adjustments to the 2011 consolidated income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows or notes to the consolidated financial statements included in this document.
Financial report, excluding the Directors' Report, as approved by the Board of Directors, for presentation to the Annual General Meeting of 31 May 2012.
Year ended 31 December
| EUR million | Notes | 2011 | 2010 (1) | ||||
|---|---|---|---|---|---|---|---|
| Total | Of which | Total | Of which | ||||
| Current | Unusual | Current | Unusual | ||||
| items (2) | items and | items (2) | items and | ||||
| re-measu- | re-measu- | ||||||
| rements (2) | rements (2) | ||||||
| Sales | 4 | 5,977.3 | 5,977.3 | - | 5,533.8 | 5,533.8 | - |
| Cost of sales | -4,246.3 | -4,246.4 | 0.1 | -3,833.0 | -3,834.2 | 1.2 | |
| Gross margin | 1,731.0 | 1,730.9 | 0.1 | 1,700.8 | 1,699.6 | 1.2 | |
| Commercial and administrative expenses | -1,369.3 | -1,357.6 | -11.7 | -1,363.6 | -1,348.6 | -15.0 | |
| Other operating income | 2.2 | 2.2 | - | 0.6 | 0.6 | - | |
| Other operating expenses | -12.4 | 1.7 | -14.1 | -9.8 | -3.4 | -6.4 | |
| Operating result | 5 | 351.5 | 377.2 | -25.7 | 328.0 | 348.2 | -20.2 |
| Net finance costs | 6 | -54.1 | -55.2 | 1.1 | -53.6 | -57.0 | 3.4 |
| Result before tax | 9 | 297.4 | 322.0 | -24.6 | 274.4 | 291.2 | -16.8 |
| Share of result of entities accounted for using the equity method |
7 | -0.1 | -0.1 | - | 0.5 | 0.5 | - |
| Tax expense | 8 | -43.7 | -49.5 | 5.8 | -58.1 | -63.2 | 5.1 |
| Result from continuing operations | 253.6 | 272.4 | -18.8 | 216.8 | 228.5 | -11.7 | |
| Discontinued operations | 41 | 122.4 | 86.1 | 36.3 | 19.4 | 27.9 | -8.5 |
| RESULT FOR THE PERIOD | 376.0 | 358.5 | 17.5 | 236.2 | 256.4 | -20.2 | |
| Result attributable to: | |||||||
| Equity holders of the Parent | 9 | 312.6 | 312.0 | 0.6 | 218.8 | 234.2 | -15.4 |
| Non-controlling interest | 63.4 | 46.5 | 16.9 | 17.4 | 22.2 | -4.8 | |
| Earnings per share for result for the period attributable to equity holders of the Parent |
|||||||
| Basic (EUR) | 10 | 5.66 | 5.65 | 0.01 | 3.97 | 4.26 | -0.29 |
| Diluted (EUR) | 10 | 5.63 | 5.62 | 0.01 | 3.95 | 4.23 | -0.28 |
| Earnings per share for result from continuing operations attributable to equity holders of the Parent |
|||||||
| Basic (EUR) | 10 | 4.40 | 4.71 | -0.31 | 3.76 | 3.95 | -0.19 |
| Diluted (EUR) | 10 | 4.37 | 4.68 | -0.31 | 3.73 | 3.93 | -0.20 |
(1) As restated (see note 2.1).
(2) See summary of significant accounting policies in note 2 and unusual items and re-measurements in note 9.
Year ended 31 December
| EUR million | Notes | 2011 | 2010 |
|---|---|---|---|
| Result for the period | 376.0 | 236.2 | |
| Other comprehensive income | |||
| Actuarial gains (losses) on employee benefit obligations | 20 | -57.0 | 22.6 |
| Translation differences | 1.0 | 10.7 | |
| Translation differences : recycling to income statement | 41 | 7.3 | - |
| Fair value of available-for-sale financial instruments | -0.1 | 0.1 | |
| Cash flow hedges: fair value gains (losses) in equity | 17.8 | -9.4 | |
| Cash flow hedges: transferred to income statement | 2.2 | 10.0 | |
| Cash flow hedges: recycling to income statement | 41 | 6.3 | - |
| Tax relating to actuarial gains (losses) on employee benefit obligations | 15.8 | -8.6 | |
| Tax relating to translation differences | -0.4 | 3.3 | |
| Tax relating to cash flow hedges | -4.9 | -0.8 | |
| Subtotal | -12.0 | 27.9 | |
| Total comprehensive income for the period | 364.0 | 264.1 | |
| being: attributable to equity holders of the Parent | 301.1 | 238.7 | |
| Continuing operations | 215.3 | 216.0 | |
| Discontinued operations | 41 | 85.8 | 22.7 |
| being: attributable to non-controlling interest | 62.9 | 25.4 |
At 31 December
| EUR million | Notes | 2011 | 2010 |
|---|---|---|---|
| Goodwill | 11 | 1,026.0 | 1,004.6 |
| Other intangible assets | 13 | 428.4 | 792.2 |
| Vehicles | 14 | - | 658.3 |
| Other property, plant and equipment | 15 | 436.3 | 475.4 |
| Investment property | 16 | 5.6 | 5.8 |
| Equity accounted investments | 7 | 3.8 | 20.3 |
| Available-for-sale financial assets | 17 | 0.5 | 1.2 |
| Derivative hedging instruments | 18 | 15.7 | 4.8 |
| Derivatives held for trading | 19 | - | 2.2 |
| Long-term employee benefit assets | 20 | 30.5 | 39.2 |
| Deferred tax assets | 21 | 54.3 | 92.3 |
| Other receivables | 22 | 3.0 | 4.0 |
| Non-current assets | 2,004.1 | 3,100.3 | |
| Non-current assets classified as held for sale | 23 | 347.7 | 1.7 |
| Inventories | 24 | 626.9 | 551.4 |
| Derivative hedging instruments | 18 | 1.1 | 0.1 |
| Derivatives held for trading | 19 | 12.3 | 19.7 |
| Other financial assets | 25 | 1.1 | 25.9 |
| Current tax assets | 26 | 7.7 | 5.9 |
| Trade and other receivables | 27 | 399.4 | 1,384.9 |
| Cash and cash equivalents | 28 | 250.0 | 267.2 |
| Current assets | 1,646.2 | 2,256.8 | |
| TOTAL ASSETS | 3,650.3 | 5,357.1 | |
| Capital and reserves attributable to equity holders | 1,530.5 | 1,250.6 | |
| Non-controlling interest | 1.6 | 214.1 | |
| Equity | 1,532.1 | 1,464.7 | |
| Long-term employee benefit obligations | 20 | 59.1 | 110.1 |
| Other provisions | 30 | 68.6 | 96.1 |
| Derivative hedging instruments | 18 | - | 17.3 |
| Borrowings | 31/32 | 788.2 | 1,738.6 |
| Derivatives held for trading | 19 | 1.1 | 0.1 |
| Put options granted to non-controlling shareholders | 33 | 154.0 | 163.0 |
| Other payables | 34 | 7.7 | 13.3 |
| Deferred tax liabilities | 21 | 45.6 | 156.6 |
| Non-current liabilities | 1,124.3 | 2,295.1 | |
| Liabilities associated with non-current assets held for sale | 23 | 333.2 | - |
| Provisions | 30 | 8.9 | 25.3 |
| Derivative hedging instruments | 18 | - | 12.9 |
| Borrowings | 31/32 | 53.1 | 356.2 |
| Derivatives held for trading | 19 | 7.6 | 24.6 |
| Current tax liabilities | 26 | 33.4 | 60.7 |
| Trade and other payables | 35 | 557.7 | 1,117.6 |
| Current liabilities | 993.9 | 1,597.3 | |
| TOTAL EQUITY AND LIABILITIES | 3,650.3 | 5,357.1 |
At 31 December
| EUR million | Capital and reserves attributable to equity holders | Total | Non- | Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share | Share Treasury | Share- | Fair Hedging | Retained | Actuarial Taxes | Cumu- | Group's controlling | ||||||
| capital premium | shares | based | value | reserve | earnings | gains | lative | share | interest | ||||
| payment reserve | and | translation | |||||||||||
| reserve | losses | differences | |||||||||||
| At 1 January 2010 | 160.0 | 24.4 | -20.2 | 2.6 | 0.1 | -3.1 | 931.3 | -57.0 | 20.5 | -30.1 | 1,028.5 | 126.1 | 1,154.6 |
| Treasury shares | - | - | 4.6 | - | - | - | - | - | - | - | 4.6 | - | 4.6 |
| Dividend 2009 paid in 2010 | - | - | - | - | - | - | -17.9 | - | - | - | -17.9 | -6.3 | -24.2 |
| Put options treatment - Movement of the period |
- | - | - | - | - | - | -2.6 | - | - | - | -2.6 | -3.8 | -6.4 |
| Other movements | - | - | - | 1.9 | - | - | -3.3 | - | 0.7 | - | -0.7 | 72.7 | 72.0 |
| Total comprehensive income | - | - | - | - | - | -0.2 | 218.8 | 18.6 | -5.3 | 6.8 | 238.7 | 25.4 | 264.1 |
| At 31 December 2010 | 160.0 | 24.4 | -15.6 | 4.5 | 0.1 | -3.3 | 1,126.3 | -38.4 | 15.9 | -23.3 | 1,250.6 | 214.1 | 1,464.7 |
| Treasury shares | - | - | - | - | - | - | - | - | - | - | - | -0.7 | -0.7 |
| Dividend 2010 paid in 2011 | - | - | - | - | - | - | -23.5 | - | - | - | -23.5 | -7.3 | -30.8 |
| Put options treatment - Movement of the period |
- | - | - | - | - | - | - | - | - | - | - | -1.6 | -1.6 |
| Scope exit (see note 41) | - | - | - | - | - | - | - | - | - | - | - | -265.2 | -265.2 |
| Other movements | - | - | - | 2.5 | - | - | -0.2 | - | - | - | 2.3 | -0.6 | 1.7 |
| Total comprehensive income | - | - | - | - | -0.1 | 24.2 | 312.6 | -51.0 | 8.8 | 6.6 | 301.1 | 62.9 | 364.0 |
| At 31 December 2011 | 160.0 | 24.4 | -15.6 | 7.0 | - | 20.9 | 1,415.2 | -89.4 | 24.7 | -16.7 | 1,530.5 | 1.6 | 1,532.1 |
Year ended 31 December
| EUR million | Notes | 2011 | 2010 (1) |
|---|---|---|---|
| Cash flows from operating activities - Continuing | |||
| Operating profit from continuing operations | 351.5 | 328.0 | |
| Depreciation of vehicles for operating lease activities | 5 | 62.6 | 61.5 |
| Depreciation of other items | 5 | 83.0 | 80.2 |
| Amortisation of other intangible assets | 5 | 24.2 | 26.5 |
| Impairment losses on goodwill and other non-current assets | 9 | 13.7 | - |
| Other non-cash items | 9 | 4.1 | -159.9 |
| Retirement benefit obligations | -25.7 | -14.0 | |
| Purchase of vehicles for operating lease activities (2) | -183.7 | -150.2 | |
| Sale of vehicles for operating lease activities (2) | 106.4 | 95.7 | |
| Change in net working capital | -106.6 | -56.8 | |
| Cash generated from operations | 329.5 | 211.0 | |
| Tax paid | -40.2 | -53.3 | |
| Net cash from operating activities | 289.3 | 157.7 | |
| Cash flows from investing activities - Continuing | |||
| Purchase of fixed assets (excl. vehicles) | -119.9 | -137.9 | |
| Sale of fixed assets (excl. vehicles) | 7.4 | 2.7 | |
| Net capital expenditure | -112.5 | -135.2 | |
| Acquisition of non-controlling interest | 9 | -13.1 | -0.3 |
| Acquisition of subsidiaries (net of cash acquired) | 9/12 | -27.7 | -29.8 |
| Disposal of non-controlling interest | 9 | 0.2 | 16.6 |
| Disposal of subsidiaries (net of cash disposed of) | 9/41 | 302.3 | - |
| Net investment in other financial assets | 25 | 2.5 | -5.2 |
| Net cash from investing activities | 151.7 | -153.9 | |
| Cash flows from financing activities - Continuing | |||
| Net proceeds from rights issue | 9 | - | -111.3 |
| Net acquisition of treasury shares | - | 4.7 | |
| Net capital element of finance lease payments | -23.7 | -24.1 | |
| Net change in other borrowings | -227.7 | -43.1 | |
| Net interest paid | -53.5 | -57.8 | |
| Dividends paid by Parent | 29 | -23.5 | -17.9 |
| Dividends received from/(paid by) subsidiaries | -7.3 | -6.0 | |
| Net cash from financing activities | -335.7 | -255.5 | |
| Cash flows from continuing activities | 105.3 | -251.7 | |
| Cash flows from discontinued operations | 41 | -122.2 | 170.6 |
| TOTAL CASH FLOW FOR THE PERIOD | -16.9 | -81.1 | |
| Reconciliation with statement of financial position | |||
| Cash at beginning of period | 28 | 127.8 | 91.5 |
| Cash equivalents at beginning of period | 28 | 139.4 | 256.7 |
| Cash and cash equivalents at beginning of period | 28 | 267.2 | 348.2 |
| Total cash flow for the period | -16.9 | -81.1 | |
| Translation differences | -0.2 | 0.1 | |
| Cash and cash equivalents at end of period | 28 | 250.1 | 267.2 |
| Included within "Cash and cash equivalents" | 250.0 | 267.2 | |
| Included within "Non-current assets classified as held for sale" | 23 | 0.1 | - |
(1) As restated (see note 2.1).
(2) Excluding vehicles held under buy-back agreements.
s.a. D'Ieteren n.v. (the Company or the Parent) is a public company incorporated and domiciled in Belgium, whose controlling shareholders are listed in note 29. The address of the Company's registered office is: Rue du Mail 50 B-1050 Brussels
The Company and its subsidiaries (together the Group) form an international group, active in sectors of services to the motorist:
The Group is present in 33 countries serving over 13 million customers.
The Company is listed on Euronext Brussels.
These consolidated financial statements have been approved for issue by the Board of Directors on 28 February 2012.
These 2011 consolidated financial statements are for the 12 months ended 31 December 2011. They have been prepared in accordance with the International Financial Reporting Standards ("IFRS") and the related International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued and effective, as adopted by the European Union ("EU").
These consolidated financial statements have been prepared under the historical cost convention, except for available-for-sale financial assets, money market assets classified within cash and cash equivalents and financial assets and financial liabilities (including derivative instruments) that have been measured at fair value.
These consolidated financial statements are prepared on the assumption that the Group is a going concern and will continue in operation for the foreseeable future.
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. If in the future such estimates and assumptions, which are based on management's best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the relevant notes.
In June 2011 the Boards of Avis Budget Group, Inc. and Avis Europe plc announced that they had reached agreement on the terms of a recommended cash acquisition of the entire share capital of Avis Europe plc by Avis Budget Group by way of a Courtsanctioned Scheme of arrangement between Avis Europe plc and the Avis Europe shareholders under Part 26 of the UK Companies Act. The Board of Directors of the Parent undertook irrevocably to vote in favour of this Scheme, which was effective on 3 October 2011. The Board of Directors of the Parent considered that the Group had lost control at this effective date and has therefore de-consolidated Avis Europe plc and its subsidiaries (Car Rental segment) as from 1 October 2011. The Board of Directors of the Parent also considered that the recognition criteria as defined in IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations" were met and has therefore decided to present the 9 months results of the Car Rental segment as a discontinued operation. The consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended 31 December 2010 have been restated accordingly. See note 41 of these consolidated financial statements for more information and adequate disclosures.
On 10 October 2011 the Parent and Volkswagen Financial Services (a subsidiary of the Volkswagen group) announced that they had reached an agreement to create a joint venture, Volkswagen D'Ieteren Finance (VDFin), intended to provide a full range of financial services related to the sale of the Volkswagen group vehicles on the Belgian market. VDFin will be operational in early 2012 and will be created by the contribution of D'Ieteren Lease s.a., the Group subsidiary active in operating leases, and of the Volkswagen Bank Belgium operations. VDFin will be 50% owned (minus one share) by the Group and 50% owned (plus one share) by Volkswagen Financial Services. Both parties signed the shareholders' agreement on 23 December 2011. The Board of Directors of the Parent has considered that the Parent is committed to a sale plan of D'Ieteren Lease which will involve loss of control of
its subsidiary, and has therefore classified in the consolidated statement of financial position as at 31 December 2011 all the assets and liabilities of its subsidiary as held for sale; the recognition criteria defined in IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations" being satisfied. See note 23 of these consolidated financial statements for more information and adequate disclosures.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
The estimates of amounts reported in the interim financial reporting have not been changed significantly during the final interim period of the financial year.
The following new standards, amendments to standards and interpretations are mandatory for the first time for the Group's accounting period beginning 1 January 2011:
These new amendments and interpretations have no significant impact on the Group's consolidated financial statements.
The standards, amendments and interpretations to existing standards that have been published by the IASB and are mandatory for the Group's accounting periods beginning on or after 1 January 2012 or later periods but which the Group has not early adopted, are:
The Group is currently assessing the impact of the new standards, interpretations and amendments listed above.
Subsidiary undertakings, which are those entities in which the Group has, directly or indirectly, an interest of more than half of the voting rights or otherwise has the power to govern the financial and operating policies are consolidated. Subsidiaries are consolidated from the date that control is transferred to the Group, and are no longer consolidated from the date that control ceases. All inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated upon consolidation.
Transactions with non-controlling interest that do not result in loss of control are accounted for as equity transactions. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interest (that do not result in loss of control) are also recorded in equity.
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date where control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income are reclassified to profit or loss.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method. The investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition.
The Group's share of profit from the associate represents the Group's share of the associate's profit after tax. Profits and losses resulting from transactions between the Group and its associate are eliminated to the extent of the Group's interest in the associate. Unrealised gains on transactions between the Group and its associate are also eliminated based on the same principle; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Equity accounting is discontinued when the carrying amount of the investment in an associate reaches zero, unless the Group has incurred obligations or guaranteed obligations in respect of the associate.
Interests in jointly controlled entities are recognised using the equity method. The above principles regarding associated undertakings are also applicable to joint ventures.
The Group determines at each reporting date whether there is any objective evidence that the investment in the equity accounted investment is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognises the amount adjacent to "share of profit/(loss) of an associate/joint venture" in the income statement.
The Group consolidation is prepared in euro. Income statements of foreign operations are translated into euro at the weighted average exchange rates for the period and statements of financial positions are translated into euro at the exchange rate ruling on the statement of financial position date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as local currency assets and liabilities of the foreign entity and are translated at the closing rate.
Foreign currency transactions are accounted for at the exchange rate prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised within the income statement. Exchange movements arising from the retranslation at closing rates of the Group's net investment in subsidiaries, joint ventures and associates are taken to the translation reserve component in other comprehensive income. The Group's net investment includes the Group's share of net assets of subsidiaries, joint ventures and associates, and certain inter-company loans.
The net investment definition includes loans between "sister" companies and certain inter-company items denominated in any currency. Other exchange movements are taken to the income statement.
Where the Group hedges net investments in foreign operations, the gains and losses relating to the effective portion of the hedging instrument are recognised in the translation reserve in other comprehensive income. The gain or loss relating to any ineffective portion is recognised in the income statement. Gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest and previously held interest in the acquiree. For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. The excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net recognised amount (generally at fair value) of the identifiable assets acquired and liabilities assumed constitutes goodwill, and is recognised as an asset. In case this excess is negative, it is recognised immediately in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisition-related costs incurred are expensed.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGU's or groups of CGU's, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.
An item of intangible assets is valued at its cost less any accumulated amortisation and any accumulated impairment losses. Customer contracts and brands acquired in a business combination are recognised at fair value at the acquisition date.
Generally, costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. However, costs that are directly associated with identifiable and unique software products controlled by the Group which have probable economic benefits exceeding the cost beyond one year, are recognised as intangible assets.
Intangible assets with a finite useful life are amortised over their useful life in accordance with the following methods:
Amortisation periods are reassessed annually. When brands are expected to generate net cash inflows during a limited period, they are amortised over their remaining useful lives.
The brands CARGLASS® and AUTOGLASS® , acquired in 1999, as well as GLASPRO™, SPEEDY GLASS® , APPLE AUTO GLASS® and WINDSHIELD PROS™ acquired in 2005, as well as SAFELITE® AUTO GLASS acquired in 2007, have indefinite useful lives, since, thanks to the marketing spend and advertising made, there is no foreseeable limit to the period over which these assets are expected to generate net cash inflows for the Group. They are therefore not amortised but tested for impairment annually.
For any intangible asset with a finite or indefinite useful life, where an indication of impairment exists, its carrying amount is assessed and written down immediately to its recoverable amount.
Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred.
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated:
An item of property, plant and equipment is initially measured at cost. This cost comprises its purchase price (including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates), plus any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating. If applicable, the initial estimate of the cost of dismantling and removing the item and restoring the site is also included in the cost of the item. After initial recognition, the item is carried at its cost less any accumulated depreciation and any accumulated impairment losses. The depreciable amount of the item is allocated according to the straight-line method over its useful life.
The main depreciation periods are the following:
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the items will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Assets leased out under operating leases in which a significant portion of the risks and rewards of ownership are retained by the lessor (other than vehicles sold under buy-back agreements) are included in property, plant and equipment in the statement of financial position. They are depreciated over their expected useful lives. Rental income is recognised on a straight-line basis over the lease term.
Lease payments under operating leases are recognised as expenses in the income statement on a straight-line basis over the lease term.
Leases of property, plant and equipment where the Group has transferred substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and the finance charge so as to achieve a constant rate of return on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the income statement over the lease period. The leased assets are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. If there is no reasonable certainty that ownership will be acquired by the end of the lease term, the asset is depreciated over the shorter of the lease term and its useful life.
Vehicles sold under buy-back agreements are accounted for as operating leases (lessor accounting), and are presented in the statement of financial position under inventories. The difference between the sale price and the repurchase price (buy-back obligation) is considered as deferred income, while buy-back obligations are recognised in trade payables. The deferred income is recognised as revenue on a straight line basis over the relevant vehicle holding period.
Vehicles purchased under buy-back agreements are not recognised as assets since these arrangements are accounted for as operating leases (lessee accounting). The difference between the purchase price and the resale price (buy-back obligation of the supplier) is considered as deferred expense, while a trade receivable is recognised for the resale price. The deferred expense is recognised within cost of sale on a straight line basis over the relevant vehicle holding period.
Investment properties are measured at cost less accumulated depreciation and accumulated impairment losses.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Items that are not interchangeable, like new vehicles and second-hand vehicles, are valued using specific identification of their individual costs. Other items are valued using the first in, first out or weighted average cost formula. When inventories are used, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. Losses and write-downs of inventories are recognised in the period in which they occur. Reversal of a write-down is recognised as a credit to cost of sales in the period in which the reversal occurs.
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term (maximum 3 months), highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect(s).
Where the Company (or its subsidiaries) reacquires its own equity instruments, those instruments are deducted from equity as treasury shares. Where such equity instruments are subsequently sold, any consideration received is recognised in equity.
Dividends to holders of equity instruments proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date; it is presented in equity.
A provision is recognised when:
If these conditions are not met, no provision is recognised.
The Group has various defined benefit pension plans and defined contribution pension plans. Most of these plans are funded schemes, i.e. they are financed through a pension fund or an external insurance policy. The minimum funding level of these schemes is defined by national rules.
Payments to defined contribution pension plans are charged as an expense as they fall due.
The Group's commitments under defined benefit pension plans, and the related costs, are valued using the "projected unit credit method", with independent actuaries carrying out the valuations at least on a yearly basis. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. Actuarial gains and losses are recognised in full in the period in which they occur. They are recognised in other comprehensive income. Past service cost is recognised immediately to the extent that the benefits have already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested.
The long-term employee benefit obligation recognised in the statement of financial position represents the present value of the defined benefit obligations as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of any refunds and reductions in future contributions to the plan.
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits as it is demonstrably committed to a termination when the entity has a detailed formal plan to terminate the employment of current employees without possibility of withdrawal.
The group recognises a provision for long-term incentives where they are contractually obliged or where there is a past practice that has created a constructive obligation.
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables', 'cash and cash equivalents' and 'other financial assets' in the statement of financial position.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.
Derivatives are used as hedges in the financing and financial risk management of the Group.
The Group's activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses foreign exchange forward contracts, interest rate swaps, cross currency interest rate swaps, and options to hedge these exposures. The Group does not use derivatives for speculative purposes. However, certain financial derivative transactions, while constituting effective economic hedges, do not qualify for hedge accounting under the specific rules in IAS 39.
Derivatives are recorded initially at fair value. Unless accounted for as hedges, they are classified as held for trading and are subsequently measured at fair value.
Changes in fair value of derivatives that do not qualify for hedge accounting are recognised in the income statement as they arise.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in other comprehensive income and any ineffective portion is recognised immediately in the income statement. If the cash flow hedge is a firm commitment or the forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in other comprehensive income are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in other comprehensive income are recognised in the income statement in the same period in which the hedged item affects net profit or loss.
For an effective hedge of an exposure to changes in the fair value, the hedged item is adjusted for changes in fair value attributable to the risk being hedged with a corresponding entry in profit or loss. Gains or losses from re-measuring the derivative, or for nonderivatives the foreign currency component of its carrying amount, are recognised in profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss recognised in other comprehensive income is transferred to profit or loss.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts, and the host contracts are not carried at fair value with unrealised gains or losses reported in income statement.
The Group is committed to acquiring the non-controlling shareholdings owned by third parties in Belron, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected as a financial liability in the consolidated statement of financial position. For put options granted to non-controlling interest prior to 1 January 2010, the goodwill is adjusted at period end to reflect the change in the exercise price of the options and the carrying value of noncontrolling interest to which they relate.
For put options granted to non-controlling interest as from 1 January 2010, at inception, the difference between the consideration received and the exercise price of the options granted is recognised against the group's share of equity. At each period end, the remeasurement of the financial liability resulting from these options will be recognised in the consolidated income statement as a remeasurement item in net finance costs.
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.
A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and is disclosed as a single line item in the income statement.
When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the balance sheet date.
The outcome of a transaction can be estimated reliably when all the following conditions are satisfied:
Interest is recognised on a time proportion basis that takes into account the effective yield on the asset. Royalties are recognised on an accrual basis in accordance with the substance of the relevant agreement. Dividends are recognised when the shareholder's right to receive payment has been established.
In the income statement, sales of goods, rendering of services and royalties are presented under the heading "sales". Interest income is presented under the heading "net finance costs".
Share-based payments are exclusively made in connection with employee stock option plans ("ESOP").
Equity-settled ESOP granted after 7 November 2002 are accounted for in accordance with IFRS 2, such that their cost is recognised in the income statement over the related performance period.
All cash-settled ESOP (i.e. granted before, on, or after 7 November 2002) are recognised as liabilities, and their cost is recognised in the income statement over the related vesting period.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.
Government grants related to assets are presented in liabilities as deferred income, and amortised over the useful life of the related assets.
Current taxes relating to current and prior periods are, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. The benefit relating to a tax loss that can be carried back to recover current tax of a previous period is recognised as an asset. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred taxes are provided in full using the balance sheet liability method, on temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not calculated on the following temporary differences: (i) the initial recognition of goodwill and (ii) the initial recognition of assets and liabilities that affects neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.
Each line of the income statement, and each subtotal of the segment income statement, is broken down in order to provide information on the current result and on unusual items and re-measurements. Unusual items and re-measurements comprise the following items:
The Group's reportable operating segments are Automobile Distribution and Vehicle Glass.
The Automobile Distribution segment includes the automobile distribution activities (see note 1) as well as corporate activities. The Vehicle Glass segment comprises Belron s.a. and its subsidiaries (see note 1).
These operating segments are consistent with the Group's organisational and internal reporting structure.
Note 3.2: Segment Income Statement - Operating Segments (Year ended 31 December)
| EUR million | Notes | 2011 | 2010 (1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Auto mobile |
Vehicle Glass |
Elimi nations |
Group | Auto mobile |
Vehicle Glass |
Elimi nations |
Group | ||||
| Distri bution |
Distri bution |
||||||||||
| External sales | 4 | 3,208.3 | 2,769.0 | 5,977.3 | 2,732.9 | 2,800.9 | 5,533.8 | ||||
| Inter-segment sales | 8.5 | 2.1 | -10.6 | - | 8.2 | 3.7 | -11.9 | - | |||
| Segment sales | 3,216.8 | 2,771.1 | -10.6 | 5,977.3 | 2,741.1 | 2,804.6 | -11.9 | 5,533.8 | |||
| Operating result (being segment result) | 5 | 116.7 | 234.8 | 351.5 | 92.6 | 235.4 | 328.0 | ||||
| of which: current items | 5 | 114.9 | 262.3 | 377.2 | 92.6 | 255.6 | 348.2 | ||||
| of which: unusual items and of which: re-measurements |
5 | 1.8 | -27.5 | -25.7 | - | -20.2 | -20.2 | ||||
| Net finance costs | 6 | -21.6 | -32.5 | -54.1 | -24.7 | -28.9 | -53.6 | ||||
| Result before taxes | 9 | 95.1 | 202.3 | 297.4 | 67.9 | 206.5 | 274.4 | ||||
| of which: current items | 9 | 92.1 | 229.9 | 322.0 | 64.6 | 226.6 | 291.2 | ||||
| of which: unusual items and of which: re-measurements |
9 | 3.0 | -27.6 | -24.6 | 3.3 | -20.1 | -16.8 | ||||
| Share of result of entities accounted for using the equity method |
7 | -0.1 | - | -0.1 | 0.5 | - | 0.5 | ||||
| Tax expense | 8 | 2.7 | -46.4 | -43.7 | -4.0 | -54.1 | -58.1 | ||||
| Result from continuing operations | 97.7 | 155.9 | 253.6 | 64.4 | 152.4 | 216.8 | |||||
| of which: current items | 97.4 | 175.0 | 272.4 | 61.7 | 166.8 | 228.5 | |||||
| of which: unusual items and of which: re-measurements |
0.3 | -19.1 | -18.8 | 2.7 | -14.4 | -11.7 | |||||
| Discontinued operations | 41 | 0.0 | 0.0 | 122.4 | 0.0 | 0.0 | 19.4 | ||||
| RESULT FOR THE PERIOD | 97.7 | 155.9 | 376.0 | 64.4 | 152.4 | 236.2 |
| Auto mobile |
Vehicle Glass |
Discon tinued |
Group | Auto mobile |
Vehicle Glass |
Discon tinued |
Group | |
|---|---|---|---|---|---|---|---|---|
| Attributable to : | Distri bution |
oper ations |
Distri bution |
oper ations |
||||
| Equity holders of the Parent | 98.3 | 144.6 | 69.7 | 312.6 | 64.7 | 142.1 | 12.0 | 218.8 |
| of which: current items 9 |
98.0 | 162.3 | 51.7 | 312.0 | 62.0 | 155.5 | 16.7 | 234.2 |
| of which: unusual items and of which: re-measurements |
0.3 | -17.7 | 18.0 | 0.6 | 2.7 | -13.4 | -4.7 | -15.4 |
| Non-controlling interest | -0.6 | 11.3 | 52.7 | 63.4 | -0.3 | 10.3 | 7.4 | 17.4 |
| RESULT FOR THE PERIOD | 97.7 | 155.9 | 122.4 | 376.0 | 64.4 | 152.4 | 19.4 | 236.2 |
(1) As restated (see note 2.1).
Note 3.3: Segment Statement of Financial Position - Operating Segments (At 31 December)
| EUR million | Notes | 2011 | 2010 | |||||
|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | ||
| Distribution | Glass | Distribution | Rental | Glass | ||||
| Goodwill | 11 | 6.2 | 1,019.8 | 1,026.0 | 2.6 | 0.2 | 1,001.8 | 1,004.6 |
| Other intangible assets | 13 | 1.8 | 426.6 | 428.4 | 1.2 | 363.9 | 427.1 | 792.2 |
| Vehicles | 14 | - | - | - | 304.8 | 353.5 | - | 658.3 |
| Other property, plant and equipment | 15 | 143.2 | 293.1 | 436.3 | 139.1 | 58.8 | 277.5 | 475.4 |
| Investment property | 16 | 5.6 | - | 5.6 | 5.8 | - | - | 5.8 |
| Equity accounted investments | 7 | 3.8 | - | 3.8 | 4.0 | 16.3 | - | 20.3 |
| Available-for-sale financial assets | 17 | 0.5 | - | 0.5 | 0.5 | 0.5 | 0.2 | 1.2 |
| Derivative hedging instruments | 18 | - | 15.7 | 15.7 | - | 4.8 | - | 4.8 |
| Derivatives held for trading | 19 | - | - | - | - | 2.2 | - | 2.2 |
| Long-term employee benefit assets | 20 | - | 30.5 | 30.5 | - | - | 39.2 | 39.2 |
| Deferred tax assets | 21 | 0.1 | 54.2 | 54.3 | 1.2 | 41.4 | 49.7 | 92.3 |
| Other receivables | 22 | 0.9 | 2.1 | 3.0 | 1.4 | - | 2.6 | 4.0 |
| Non-current assets | 162.1 | 1,842.0 | 2,004.1 | 460.6 | 841.6 | 1,798.1 | 3,100.3 | |
| Non-current assets classified as held for sale | 23 | 347.7 | - | 347.7 | 1.7 | - | - | 1.7 |
| Inventories | 24 | 370.6 | 256.3 | 626.9 | 310.4 | 7.1 | 233.9 | 551.4 |
| Derivative hedging instruments | 18 | - | 1.1 | 1.1 | - | - | 0.1 | 0.1 |
| Derivatives held for trading | 19 | 12.0 | 0.3 | 12.3 | 14.8 | 2.7 | 2.2 | 19.7 |
| Other financial assets | 25 | - | 1.1 | 1.1 | 8.9 | - | 17.0 | 25.9 |
| Current tax assets | 26 | 0.1 | 7.6 | 7.7 | 0.1 | 1.6 | 4.2 | 5.9 |
| Trade and other receivables | 27 | 145.8 | 253.6 | 399.4 | 120.8 | 1,026.1 | 238.0 | 1,384.9 |
| Cash and cash equivalents | 28 | 213.5 | 36.5 | 250.0 | 2.1 | 231.7 | 33.4 | 267.2 |
| Current assets | 1,089.7 | 556.5 | 1,646.2 | 458.8 | 1,269.2 | 528.8 | 2,256.8 | |
| TOTAL ASSETS | 1,251.8 | 2,398.5 | 3,650.3 | 919.4 | 2,110.8 | 2,326.9 | 5,357.1 | |
| Capital and reserves attributable to equity holders | 1,530.5 | - | 1,530.5 | 1,250.6 | - | - | 1,250.6 | |
| Non-controlling interest | 0.5 | 1.1 | 1.6 | 1.1 | 212.2 | 0.8 | 214.1 | |
| Equity | 1,531.0 | 1.1 | 1,532.1 | 1,251.7 | 212.2 | 0.8 | 1,464.7 | |
| Long-term employee benefit obligations | 20 | 5.4 | 53.7 | 59.1 | 5.6 | 68.0 | 36.5 | 110.1 |
| Other provisions | 30 | 31.8 | 36.8 | 68.6 | 31.7 | 27.4 | 37.0 | 96.1 |
| Derivative hedging instruments | 18 | - | - | - | - | 17.3 | - | 17.3 |
| Borrowings | 31/32 | 251.3 | 536.9 | 788.2 | 537.5 | 460.5 | 740.6 | 1,738.6 |
| Derivatives held for trading | 19 | - | 1.1 | 1.1 | - | - | 0.1 | 0.1 |
| Put options granted to non-controlling shareholders | 33 | 154.0 | - | 154.0 | 163.0 | - | - | 163.0 |
| Other payables | 34 | - | 7.7 | 7.7 | - | - | 13.3 | 13.3 |
| Deferred tax liabilities | 21 | 16.3 | 29.3 | 45.6 | 20.8 | 118.6 | 17.2 | 156.6 |
| Non-current liabilities | 458.8 | 665.5 | 1,124.3 | 758.6 | 691.8 | 844.7 | 2,295.1 | |
| Liabilities associated with non-current assets held for sale | 23 | 333.2 | - | 333.2 | - | - | - | - |
| Provisions | 30 | - | 8.9 | 8.9 | - | 20.9 | 4.4 | 25.3 |
| Derivative hedging instruments | 18 | - | - | - | - | 10.1 | 2.8 | 12.9 |
| Borrowings | 31/32 | 12.0 | 41.1 | 53.1 | 29.1 | 297.5 | 29.6 | 356.2 |
| Inter-segment financing | 31 | -240.0 | 240.0 | - | - | - | - | - |
| Derivatives held for trading | 19 | 7.2 | 0.4 | 7.6 | 14.3 | 8.9 | 1.4 | 24.6 |
| Current tax liabilities | 26 | 0.2 | 33.2 | 33.4 | 0.3 | 20.3 | 40.1 | 60.7 |
| Trade and other payables | 35 | 189.7 | 368.0 | 557.7 | 199.1 | 528.3 | 390.2 | 1,117.6 |
| Current liabilities | 302.3 | 691.6 | 993.9 | 242.8 | 886.0 | 468.5 | 1,597.3 | |
| TOTAL EQUITY AND LIABILITIES | 2,292.1 | 1,358.2 | 3,650.3 | 2,253.1 | 1,790.0 | 1,314.0 | 5,357.1 |
Note 3.4: Segment Statement of Cash Flows - Operating Segments (Year ended 31 December)
| EUR million | Notes | 2011 | 2010 (1) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | ||||
| Distribution | Glass | Distribution | Glass | ||||||
| Cash flows from operating activities - Continuing | |||||||||
| Operating profit from continuing operations | 116.7 | 234.8 | 351.5 | 92.6 | 235.4 | 328.0 | |||
| Depreciation of vehicles for operating lease activities | 5 | 62.6 | - | 62.6 | 61.5 | - | 61.5 | ||
| Depreciation of other items | 5 | 12.0 | 71.0 | 83.0 | 12.2 | 68.0 | 80.2 | ||
| Amortisation of other intangible assets | 5 | 0.8 | 23.4 | 24.2 | 1.0 | 25.5 | 26.5 | ||
| Impairment losses on goodwill and other non-current assets |
9 | - | 13.7 | 13.7 | - | - | - | ||
| Other non-cash items | 9 | 2.0 | 2.1 | 4.1 | -0.2 | -159.7 | -159.9 | ||
| Retirement benefit obligations | -0.3 | -25.4 | -25.7 | -0.4 | -13.6 | -14.0 | |||
| Purchase of vehicles for operating lease activities (2) |
-183.7 | - | -183.7 | -150.2 | - | -150.2 | |||
| Sale of vehicles for operating lease activities (2) |
106.4 | - | 106.4 | 95.7 | - | 95.7 | |||
| Change in net working capital | -53.0 | -53.6 | -106.6 | -33.9 | -22.9 | -56.8 | |||
| Cash generated from operations | 63.5 | 266.0 | 329.5 | 78.3 | 132.7 | 211.0 | |||
| Tax paid | -2.5 | -37.7 | -40.2 | -0.2 | -53.1 | -53.3 | |||
| Net cash from operating activities | 61.0 | 228.3 | 289.3 | 78.1 | 79.6 | 157.7 | |||
| Cash flows from investing activities - Continuing | |||||||||
| Purchase of fixed assets (excl. vehicles) | -16.9 | -103.0 | -119.9 | -18.2 | -119.7 | -137.9 | |||
| Sale of fixed assets (excl. vehicles) | 2.9 | 4.5 | 7.4 | 0.1 | 2.6 | 2.7 | |||
| Net capital expenditure | -14.0 | -98.5 | -112.5 | -18.1 | -117.1 | -135.2 | |||
| Acquisition of non-controlling interest | 9 | -13.1 | - | -13.1 | -0.3 | - | -0.3 | ||
| Acquisition of subsidiaries (net of cash acquired) Disposal of non-controlling interest |
9/12 9 |
-3.3 - |
-24.4 0.2 |
-27.7 0.2 |
- 16.6 |
-29.8 - |
-29.8 16.6 |
||
| Disposal of subsidiaries (net of cash disposed of) | 9/41 | 302.3 | - | 302.3 | - | - | - | ||
| Net investment in other financial assets | 25 | 1.2 | 1.3 | 2.5 | 0.6 | -5.8 | -5.2 | ||
| Net cash from investing activities | 273.1 | -121.4 | 151.7 | -1.2 | -152.7 | -153.9 | |||
| Cash flows from financing activities - Continuing | |||||||||
| Net proceeds from rights issue | 9 | - | - | - | -111.3 | - | -111.3 | ||
| Net acquisition of treasury shares | - | - | - | 4.7 | - | 4.7 | |||
| Net capital element of finance lease payments | - | -23.7 | -23.7 | - | -24.1 | -24.1 | |||
| Net change in other borrowings | -276.3 | 48.6 | -227.7 | -274.0 | 230.9 | -43.1 | |||
| Net interest paid | -25.0 | -28.5 | -53.5 | -29.8 | -28.0 | -57.8 | |||
| Dividends paid by Parent | 29 | -23.5 | - | -23.5 | -17.9 | - | -17.9 | ||
| Dividends received from/(paid by) subsidiaries | 92.7 | -100.0 | -7.3 | 94.0 | -100.0 | -6.0 | |||
| Net cash from financing activities | -232.1 | -103.6 | -335.7 | -334.3 | 78.8 | -255.5 | |||
| Cash flows from continuing operations | 102.0 | 3.3 | 105.3 | -257.4 | 5.7 | -251.7 | |||
| Cash flows from discontinued operations | 41 | 0.0 | 0.0 | -122.2 | 0.0 | 0.0 | 170.6 | ||
| TOTAL CASH FLOW FOR THE PERIOD | 102.0 | 3.3 | -16.9 | -257.4 | 5.7 | -81.1 | |||
| Automobile Distribution |
Vehicle Glass |
Discont. Operat. |
Group | Automobile Distribution |
Vehicle Glass |
Discont. Operat. |
Group | ||
| Reconciliation with statement of financial position | |||||||||
| Cash at beginning of period | 28 | 2.1 | 33.4 | 92.3 | 127.8 | 24.7 | 28.1 | 38.7 | 91.5 |
| Cash equivalents at beginning of period | 28 | - | - | 139.4 | 139.4 | 234.8 | - | 21.9 | 256.7 |
| Cash and cash equivalents at beginning of period | 28 | 2.1 | 33.4 | 231.7 | 267.2 | 259.5 | 28.1 | 60.6 | 348.2 |
| Total cash flow for the period | 102.0 | 3.3 | -122.2 | -16.9 | -257.4 | 5.7 | 170.6 | -81.1 |
Translation differences 0.0 -0.2 0.0 -0.2 0.0 -0.4 0.5 0.1 Cash and cash equivalents at end of period 28 104.1 36.5 109.5 250.1 2.1 33.4 231.7 267.2 Of which "Cash and cash equivalents - Autom. Distribution" 28 213.5 36.5 213.5 2.1 33.4 2.1 Of which "Cash and cash equivalents - Car Rental" 28 - 231.7
Of which "Cash and cash equivalents - Vehicle Glass" 28 36.5 33.4 Of which "Cash classified as held for sale - Autom. Distribution" 23 0.1 0.0 0.1 0.0 0.0 -
(1) As restated (see note 2.1).
(2) Excluding vehicles held under buy-back agreements.
| EUR million | 2011 | 2010 (1) | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | ||
| Distribution | Glass | Distribution | Glass | ||||
| Capital additions (2) | 205.3 | 147.1 | 352.4 | 168.4 | 177.2 | 345.6 |
(1) As restated (see note 2.1).
(2) Capital additions include both additions and acquisitions through business combinations including goodwill.
Besides depreciation and amortisation of segment assets (which are provided in note 5), the charge arising from the long-term management incentive schemes is the other significant non-cash expense deducted in measuring segment result.
The Group's three operating segments operate in three main geographical areas, being Belgium (main market for the Automobile Distribution segment), the rest of Europe and the rest of world.
| EUR million | 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Rest of | Rest of | Group | Belgium | Rest of | Rest of | Group | |
| Europe | world | Europe | world | |||||
| Segment sales from external customers (1 - 2) | 3,098.0 | 1,609.2 | 1,270.1 | 5,977.3 | 2,702.7 | 1,594.2 | 1,236.9 | 5,533.8 |
| Non-current assets (3) | 171.2 | 1,164.9 | 563.2 | 1,899.3 | 469.9 | 1,909.7 | 560.7 | 2,940.3 |
| Capital additions (2 - 4) | 211.9 | 49.7 | 90.8 | 352.4 | 174.9 | 76.1 | 94.6 | 345.6 |
(1) Based on the geographical location of the customers.
(2) As restated (see note 2.1).
(3) Non-current assets, as defined by IFRS 8, consists of goodwill, other intangible assets, vehicles, other property, plant and equipment, investment property and non-current other receivables.
(4) Capital additions include both additions and acquisitions through business combinations including goodwill.
| EUR million | 2011 | 2010 (1) |
|---|---|---|
| New vehicles | 2,649.8 | 2,204.4 |
| Used cars | 115.3 | 103.9 |
| Spare parts and accessories | 178.0 | 167.6 |
| After-sales activities by D'Ieteren Car Centers | 57.4 | 54.7 |
| D'Ieteren Sport | 32.3 | 35.8 |
| D'Ieteren Lease | 146.6 | 141.4 |
| Rental income under buy-back agreements | 4.5 | 2.7 |
| Other sales | 24.4 | 22.4 |
| Subtotal Automobile Distribution | 3,208.3 | 2,732.9 |
| Vehicle Glass | 2,769.0 | 2,800.9 |
| SALES (EXTERNAL) | 5,977.3 | 5,533.8 |
| of which: sales of goods | 3,158.1 | 2,692.4 |
| of which: rendering of services | 2,818.4 | 2,840.7 |
| of which: royalties | 0.8 | 0.7 |
(1) As restated (see note 2.1).
Interest income and dividend income (if any) are presented among net finance costs (see note 6).
Operating result is stated after charging:
| EUR million | 2011 | 2010 (1) | ||||
|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | |||
| Current items: | ||||||
| Purchases and changes in inventories | -2,700.8 | -660.5 | -3,361.3 | -2,286.8 | -674.0 | -2,960.8 |
| Depreciation of vehicles | -64.4 | - | -64.4 | -61.5 | - | -61.5 |
| Depreciation of other items (excl. investment property) |
-11.6 | -71.0 | -82.6 | -11.7 | -68.0 | -79.7 |
| Amortisation (excl. re-measurements - see note 9) | -0.8 | -13.8 | -14.6 | -1.0 | -10.5 | -11.5 |
| Other operating lease rentals (2) | - | -142.9 | -142.9 | - | -139.2 | -139.2 |
| Write-down on inventories | -1.2 | 0.3 | -0.9 | -1.0 | -2.1 | -3.1 |
| Net gain (loss) on vehicles | 4.8 | - | 4.8 | 4.5 | - | 4.5 |
| Employee benefit expenses (see note 36) | -142.0 | -998.9 | -1,140.9 | -130.0 | -1,022.7 | -1,152.7 |
| Research and development expenditure | - | -1.2 | -1.2 | - | -3.2 | -3.2 |
| Sundry | -177.9 | -622.1 | -800.0 | -153.5 | -622.1 | -775.6 |
| Other operating expenses: | ||||||
| Bad and doubtful debts | - | 3.0 | 3.0 | 0.3 | -2.8 | -2.5 |
| Investment property expenses: | ||||||
| Depreciation | -0.5 | - | -0.5 | -0.5 | - | -0.5 |
| Operating expenses (3) | -0.1 | - | -0.1 | -0.1 | - | -0.1 |
| Sundry | -0.1 | -0.6 | -0.7 | 0.4 | -0.7 | -0.3 |
| Subtotal other operating expenses | -0.7 | 2.4 | 1.7 | 0.1 | -3.5 | -3.4 |
| Other operating income: | ||||||
| Gain on property, plant and equipment | 0.1 | 1.0 | 1.1 | - | - | - |
| Rental income from investment property (4) | 0.6 | - | 0.6 | 0.6 | - | 0.6 |
| Sundry | 0.5 | - | 0.5 | - | - | - |
| Subtotal other operating income | 1.2 | 1.0 | 2.2 | 0.6 | - | 0.6 |
| Subtotal current items | -3,093.4 | -2,506.7 | -5,600.1 | -2,640.3 | -2,545.3 | -5,185.6 |
| Unusual items and re-measurements (see note 9) | 1.8 | -27.5 | -25.7 | - | -20.2 | -20.2 |
| NET OPERATING EXPENSES | -3,091.6 | -2,534.2 | -5,625.8 | -2,640.3 | -2,565.5 | -5,205.8 |
(1) As restated (see note 2.1).
(2) Primarily hire of vehicles and other plant and equipment in relation with the business activity.
(3) The full amount is related to investment property that generated rental income.
(4) Does not include any contingent rent.
Net finance costs are broken down as follows:
| EUR million | 2011 | 2010 (1) | ||||
|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | |||
| Current items: | ||||||
| Finance costs: | ||||||
| Interest expense | -23.5 | -35.2 | -58.7 | -25.2 | -28.3 | -53.5 |
| Transfer from re-measurements | -0.9 | 1.4 | 0.5 | -3.8 | -2.0 | -5.8 |
| Current interest expense | -24.4 | -33.8 | -58.2 | -29.0 | -30.3 | -59.3 |
| Other financial charges | -0.3 | - | -0.3 | -0.4 | - | -0.4 |
| Subtotal finance costs | -24.7 | -33.8 | -58.5 | -29.4 | -30.3 | -59.7 |
| Finance income | 1.9 | 1.4 | 3.3 | 1.4 | 1.3 | 2.7 |
| Current net finance costs | -22.8 | -32.4 | -55.2 | -28.0 | -29.0 | -57.0 |
| Unusual items and re-measurements (see note 9): | ||||||
| Re-measurements of put options granted to non-controlling interest | -0.6 | - | -0.6 | -1.4 | - | -1.4 |
| Re-measurements of financial instruments: | ||||||
| Gains (Losses) on "dirty" fair value of derivatives (2) | 0.9 | 1.3 | 2.2 | 0.9 | -1.9 | -1.0 |
| Transfer to current items | 0.9 | -1.4 | -0.5 | 3.8 | 2.0 | 5.8 |
| Subtotal gains (losses) on "clean" fair value of derivatives (2) |
1.8 | -0.1 | 1.7 | 4.7 | 0.1 | 4.8 |
| Unusual items and re-measurements | 1.2 | -0.1 | 1.1 | 3.3 | 0.1 | 3.4 |
| NET FINANCE COSTS | -21.6 | -32.5 | -54.1 | -24.7 | -28.9 | -53.6 |
(1) As restated (see note 2.1).
(2) Change in "dirty" fair value of derivatives corresponds to the change of value of the derivatives between the beginning and the end of the period. Change in "clean" fair value of derivatives corresponds to the change of "dirty" fair value excluding the accrued cash flows of the derivatives that occurred during the period.
In 2011, four group entities are accounted for using the equity method.
D'Ieteren Vehicle Trading s.a. is a 49%-owned associate which provides finance lease services to customers of the Automobile Distribution segment. In 2010, the Automobile Distribution segment acquired 33% of the company S.M.A.R.T & Clean Automotive Services S.A. and of its subsidiary Riankar, both acting in smart repairs on vehicles.
At year end, the Automobile Distribution's interest in these three associates comprised:
| EUR million | 2011 | 2010 |
|---|---|---|
| Share of gross assets (incl. goodwill) | 45.5 | 36.8 |
| Share of gross liabilities | -41.8 | -32.8 |
| Share of net assets | 3.7 | 4.0 |
| Share of sales | 13.8 | 12.2 |
| Share of profit (loss) | -0.1 | 0.5 |
In November 2011, the Parent and Volkswagen Financial Services (a subsidiary of the Volkswagen group) incorporated a joint venture, Volkswagen D'Ieteren Finance (VDFin), intended to provide a full range of financial services related to the sale of the Volkswagen group vehicles on the Belgian market. VDFin is 50% owned (minus one share) by the Group and 50% owned (plus one share) by Volkswagen Financial Services. VDFin will be operational in early 2012 with the contribution of D'Ieteren Lease s.a., the Group subsidiary active in operating leases, and of the Volkswagen Bank Belgium operations.
At 2011 year end, the Automobile Distribution's interest in this joint venture comprised its share in the cash subscription (EUR 0.1 million) at incorporation of the joint venture.
In 2010, Mercury Car Rentals Ltd was a 33%-owned associate of Avis Europe plc which provided short-term car rental services in India under the Avis brand. At 2010 year end, the Car Rental's interest in this associate comprised:
| EUR million | 2011 | 2010 |
|---|---|---|
| Share of gross assets (incl. goodwill) | - | 3.0 |
| Share of gross liabilities | - | -2.5 |
| Share of net assets | - | 0.5 |
| Share of sales | - | 4.1 |
| Share of profit (loss) | - | -0.2 |
In 2010, Anji Car Rental and Leasing Company Ltd and OKIGO were 50%-owned joint ventures of Avis Europe plc which provided, under the Avis brand, short-term car rental services in China and France respectively. The Car Rental's interest comprised:
| EUR million | 2011 | 2010 |
|---|---|---|
| Share of non-current assets (incl. goodwill) | - | 38.8 |
| Share of current assets | - | 9.7 |
| Share of current liabilities | - | -32.7 |
| Share of net assets | - | 15.8 |
| Share of sales | - | 26.1 |
| Share of profit (loss) | - | 2.5 |
Tax expense is broken down as follows:
| EUR million | 2011 | 2010 (1) | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | ||
| Distribution | Glass | Distribution | Glass | ||||
| Current year income tax | -1.9 | -31.5 | -33.4 | -0.5 | -40.2 | -40.7 | |
| Prior year income tax | - | 0.9 | 0.9 | - | -1.2 | -1.2 | |
| Movement in deferred taxes | 4.6 | -15.8 | -11.2 | -3.5 | -12.7 | -16.2 | |
| Tax expense | 2.7 | -46.4 | -43.7 | -4.0 | -54.1 | -58.1 | |
| of which: current items | 5.4 | -54.9 | -49.5 | -3.4 | -59.8 | -63.2 | |
| of which: unusual items and re-measurements of which: (see note 9) |
-2.7 | 8.5 | 5.8 | -0.6 | 5.7 | 5.1 |
(1) As restated (see note 2.1).
The relationship between tax expense and accounting profit is explained below:
| EUR million | 2011 | 2010 (1) | ||||
|---|---|---|---|---|---|---|
| Automobile Distribution |
Vehicle Glass |
Group | Automobile Distribution |
Vehicle Glass |
Group | |
| Result before taxes | 95.1 | 202.3 | 297.4 | 67.9 | 206.5 | 274.4 |
| Tax at the Belgian corporation tax rate of 33.99% | -32.3 | -68.8 | -101.1 | -23.1 | -70.2 | -93.3 |
| Reconciling items (sum of items marked (a) and (b) below) |
35.0 | 22.4 | 57.4 | 19.1 | 16.1 | 35.2 |
| Actual tax on result before taxes | 2.7 | -46.4 | -43.7 | -4.0 | -54.1 | -58.1 |
(1) As restated (see note 2.1).
The reconciling items are provided below:
| EUR million | 2011 | 2010 (1) | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | ||
| Distribution | Glass | Distribution | Glass | ||||
| Current PBT | 92.1 | 229.9 | 322.0 | 64.6 | 226.6 | 291.2 | |
| Tax at the Belgian corporation tax rate of 33.99% |
-31.3 | -78.1 | -109.4 | -22.0 | -77.0 | -99.0 | |
| Rate differential | (a) | - | -2.2 | -2.2 | - | 1.5 | 1.5 |
| Permanent differences | (a) | 21.1 | 30.8 | 51.9 | 14.7 | 14.3 | 29.0 |
| Utilisation of tax losses | (a) | 14.2 | 0.3 | 14.5 | 4.7 | 0.7 | 5.4 |
| Adjustments in respect of prior years | (a) | 6.1 | -0.7 | 5.4 | - | -4.7 | -4.7 |
| Deferred tax assets not recognised | (a) | -3.5 | -5.0 | -8.5 | -2.6 | -6.7 | -9.3 |
| Recognition of previously unrecognised deferred tax assets | (a) | 1.5 | - | 1.5 | 3.3 | 12.1 | 15.4 |
| Impact of dividends | (a) | -2.2 | - | -2.2 | -1.5 | - | -1.5 |
| Other | (a) | -0.5 | - | -0.5 | - | - | - |
| Actual tax on current PBT | 5.4 | -54.9 | -49.5 | -3.4 | -59.8 | -63.2 | |
| Actual tax rate on current PBT | -6% | 24% | 15% | 5% | 26% | 22% | |
| Unusual items and re-measurements in PBT | 3.0 | -27.6 | -24.6 | 3.3 | -20.1 | -16.8 | |
| Tax at the Belgian corporation tax rate of 33.99% |
-1.0 | 9.4 | 8.4 | -1.1 | 6.8 | 5.7 | |
| Rate differential | (b) | - | -0.9 | -0.9 | - | -1.1 | -1.1 |
| Deferred tax assets not recognised | (b) | -1.7 | - | -1.7 | 0.5 | - | 0.5 |
| Actual tax on unusual items and re-measurements in PBT |
-2.7 | 8.5 | 5.8 | -0.6 | 5.7 | 5.1 |
(1) As restated (see note 2.1).
Current result after tax ("current PAT") consists of the reported result from continuing operations (or the result for the period when no discontinued operation is reported), excluding unusual items and re-measurements as defined in note 2, and excluding their tax impact.
Current result before tax ("current PBT") consists of the reported result before tax excluding unusual items and re-measurements as defined in note 2.
Current PAT, Group's share, and current PBT, Group's share, exclude the share of non-controlling shareholders in current PAT and current PBT.
Current result is a non-GAAP measure, i.e. its definition is not addressed by IFRS. The Group does not represent current result as an alternative to financial measures determined in accordance with IFRS. Current result as reported by the Group may differ from similarly titled measures by other companies. The Group uses the concept of current result to reflect its underlying performance.
| EUR million | 2011 | 2010 (1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Automobile Distribution |
Vehicle Glass |
Group | Automobile Distribution |
Vehicle | Glass | Group | ||||
| From reported PBT to current PBT, Group's share: |
||||||||||
| Reported PBT | 95.1 | 202.3 | 297.4 | 67.9 | 206.5 | 274.4 | ||||
| Less: Unusual items and re-measurements in PBT: |
||||||||||
| Re-measurements of financial instruments | -1.8 | (a) | 1.8 | (d) | - | -4.7 | (a) | -1.3 | (d) | -6.0 |
| Re-measurement of put options granted to non-controlling interest |
0.6 | (b) | - | 0.6 | 1.4 | (b) | - | 1.4 | ||
| Amortisation of customer contracts | - | 6.3 | (e) | 6.3 | - | 6.3 | (e) | 6.3 | ||
| Amortisation of brands with finite useful life | - | 3.3 | (f) | 3.3 | - | 8.7 | (f) | 8.7 | ||
| Other unusual items | -1.8 | (c) | 16.2 | (g) | 14.4 | - | 6.4 | (g) | 6.4 | |
| Current PBT | 92.1 | 229.9 | 322.0 | 64.6 | 226.6 | 291.2 | ||||
| Share of non-controlling interest in current PBT | 0.6 | -16.8 | -16.2 | 0.3 | -15.3 | -15.0 | ||||
| Current PBT, Group's share | 92.7 | 213.1 | 305.8 | 64.9 | 211.3 | 276.2 | ||||
| From current PBT, Group's share, to current PAT, Group's share: |
||||||||||
| Current PBT, Group's share | 92.7 | 213.1 | 305.8 | 64.9 | 211.3 | 276.2 | ||||
| Share of the group in current result of equity accounted entities |
-0.1 | - | -0.1 | 0.5 | - | 0.5 | ||||
| Tax on current PBT, Group's share | 5.4 | -50.8 | -45.4 | -3.4 | -55.8 | -59.2 | ||||
| Current PAT, Group's share | 98.0 | 162.3 | 260.3 | 62.0 | 155.5 | 217.5 | ||||
| From current PAT, Group's share, to current result for the period attributable to equity holders of the Parent: |
||||||||||
| Current PAT, Group's share | 98.0 | 162.3 | 260.3 | 62.0 | 155.5 | 217.5 | ||||
| Share of the group 41 in current discontinued operations |
0.0 | 0.0 | 51.7 | 0.0 | 0.0 | 16.7 | ||||
| Current result for the period attributable to equity holders of the Parent |
98.0 | 162.3 | 312.0 | 62.0 | 155.5 | 234.2 |
(1) As restated (see note 2.1).
(g) Other unusual items (in commercial and administrative expenses and other operating expenses) of the Vehicle Glass segment comprise impairment of certain intangible IT assets (EUR 13.7 million) and associated costs (EUR 1.0 million) following a change in strategy to leverage new technology, acquisition and integration costs in Canada (EUR 5.3 million), other reorganisation costs predominantly in France (EUR 7.9 million) offset by an unusual pension gain following the UK Government's change to the index used for increasing deferred state pensions (EUR 11.7 million). In 2010, restructuring costs of EUR 6.4 million (in other operating expenses) were incurred in relation to the integration of the US IGD and French acquisitions.
Unusual items and re-measurements of the Car Rental segment are detailled in note 41 of these consolidated financial statements.
In 2010, the line "Other non-cash items" included, among other amounts, the utilisation of the provision previously set-up to cover the settlement of the long-term management incentive scheme of the Vehicle Glass segment.
In the period, the line "Acquisition of non-controlling interest" comprised the cash outflow arising from the price adjustment paid to Cobepa in relation to the put options they exercised in September 2009. In 2010, the line included the non-controlling interest acquired by the Automobile Distribution segment in two associates active in smart repairs (see note 7).
The line "Acquisition of subsidiaries" for the year ended 31 December 2011 included, among other transactions, the business combinations disclosed in note 12.
In 2010, the line "Disposal of non-controlling interest" included the sale in May 2010 of one percent of Belron's equity to the family holding company of Belron's CEO.
In the period, the line "Disposal of subsidiaries" included the proceeds of the sale of Avis Europe shares previously held by the Group (EUR 411.8 million after taking into account foreign exchange economic hedging), net of Avis Europe's cash disposed of (EUR 109.5 million).
In July 2010, Avis Europe plc raised EUR 179.2 million, net of expenses, through a 9 for 8 Rights Issue at an issue price of 15 pence per new share. D'Ieteren subscribed its share of the capital increase, i.e. EUR 111.3 million.
Earnings per share ("EPS") and earnings per share for continuing operations ("Continuing EPS") are shown above, on the face of the consolidated income statement. Basic and diluted EPS are based on the result for the period attributable to equity holders of the Parent (based on the result from continuing operations attributable to equity holders of the Parent for the continuing EPS), after adjustment for participating shares (each participating share confers one voting right and gives right to a dividend equal to one eighth of the dividend of an ordinary share). Current EPS and current continuing EPS, which do not include unusual items and remeasurements as defined in note 9, are presented to highlight underlying trading performance.
The weighted average number of ordinary shares in issue for the period is shown in the table below.
The Group has granted options to employees over ordinary shares of the Parent (and of Avis Europe plc in 2010). Such shares constitute the only category of potentially dilutive ordinary shares.
In 2010, the options over ordinary shares of Avis Europe plc increased the weighted average number of shares of Avis Europe plc as certain related performance conditions were fully satisfied and the prevailing market price was in excess of the option exercise price.
The options over ordinary shares of the Parent increased the weighted average number of shares of the Parent in 2010 and 2011 as some option exercise prices were below the market share price. These options are dilutive.
The computation of basic and diluted EPS is set out below:
| 2011 | 2010(1) | ||
|---|---|---|---|
| Result for the period attributable to equity holders | 312.6 | 218.8 | |
| Adjustment for participating shares | -3.5 | -2.5 | |
| Numerator for EPS (EUR million) | (a) | 309.1 | 216.3 |
| Current result for the period attributable to equity holders | 312.0 | 234.2 | |
| Adjustment for participating shares | -3.6 | -2.6 | |
| Numerator for current EPS (EUR million) | (b) | 308.4 | 231.6 |
| Result from continuing operations | 253.6 | 216.8 | |
| Share of non-controlling interest in result from continuing operations | -10.7 | -10.0 | |
| Result from continuing operations attributable to equity holders | 242.9 | 206.8 | |
| Adjustment for participating shares | -2.8 | -2.4 | |
| Numerator for continuing EPS (EUR million) | (c) | 240.1 | 204.4 |
| Current result from continuing operations | 272.4 | 228.5 | |
| Share of non-controlling interest in current result from continuing operations | -12.1 | -11.0 | |
| Current result from continuing operations attributable to equity holders ("Current PAT, Group's share" as defined in note 9) |
260.3 | 217.5 | |
| Adjustment for participating shares | -3.0 | -2.5 | |
| Numerator for current continuing EPS (EUR million) | (d) | 257.3 | 215.0 |
| Weighted average number of ordinary shares outstanding during the period | (e) | 54,581,442 | 54,427,166 |
| Adjustment for stock option plans | 339,500 | 344,461 | |
| Weighted average number of ordinary shares taken into account for diluted EPS | (f) | 54,920,942 | 54,771,627 |
| Result for the period attributable to equity holders | |||
| Basic EPS (EUR) | (a)/(e) | 5.66 | 3.97 |
| Diluted EPS (EUR) | (a)/(f) | 5.63 | 3.95 |
| Basic current EPS (EUR) | (b)/(e) | 5.65 | 4.26 |
| Diluted current EPS (EUR) | (b)/(f) | 5.62 | 4.23 |
| Result from continuing operations attributable to equity holders | |||
| Basic continuing EPS (EUR) | (c)/(e) | 4.40 | 3.76 |
| Diluted continuing EPS (EUR) | (c)/(f) | 4.37 | 3.73 |
| Basic current continuing EPS (EUR) | (d)/(e) | 4.71 | 3.95 |
| Diluted current continuing EPS (EUR) | (d)/(f) | 4.68 | 3.93 |
(1) As restated (see note 2.1).
| EUR million | 2011 | 2010 |
|---|---|---|
| Carrying amount at 1 January | 1,004.6 | 939.8 |
| Additions | 21.7 | 26.5 |
| Increase arising from put options granted to non-controlling shareholders (see note 33) | 1.6 | 25.8 |
| Adjustments | 0.6 | -6.3 |
| Scope exit | -0.9 | - |
| Translation differences | -1.6 | 18.8 |
| Carrying amount at 31 December | 1,026.0 | 1,004.6 |
The additions arising from business combinations that occurred in the period are detailed in note 12.
The increase arising from put options comprises the additional goodwill recognised at year end to reflect the change in the exercise price of the remaining options granted to non-controlling shareholders and the carrying value of non-controlling interest to which they relate (see note 33).
The adjustments result from subsequent changes in the fair value of the net assets in relation to the acquisitions performed in 2010 by the Vehicle Glass segment.
The scope exit is related to the de-consolidation of Avis Europe plc following its disposal in October 2011.
In accordance with the requirements of IAS 36 "Impairment of Assets", the Group completed a review of the carrying value of goodwill and of the other intangible assets with indefinite useful lives (see note 13) as at each year end. The impairment review, undertaken by calculating value in use, was carried out to ensure that the carrying value of the Group's assets are stated at no more than their recoverable amount, being the higher of fair value less costs to sell and value in use.
In determining the value in use, the Group calculated the present value of the estimated future cash flows expected to arise from the continuing use of the assets using a pre-tax discount rate of 9,1% (in 2010 : in the range from 8% to 9%). The discount rate applied is based upon the weighted average cost of capital of each segment with appropriate adjustment for the relevant risks associated with the businesses. Estimated future cash flows are based on long-term plans (i.e. over 3 years) for each cashgenerating unit, with extrapolation thereafter based on long-term average growth rates for the individual cash-generating units. This growth rate is set at 2% (2010: in the range from 2% to 4%) for most of the units, including the ones that carry the most significant goodwill and intangible assets with indefinite useful lives.
Key assumptions in supporting the value of goodwill and intangible assets with indefinite useful lives include revenue growth rates, gross margin, operating expenses, discount rate and long-term growth rates. Gross margins are based on historical values achieved by the respective cash-generating units and global market trends. Operating expenses are based on historical levels suitably adjusted for increases in activity levels over the term of the cash projections. The cash flows assumptions of these cashgenerating units form part of the latest financial projections as reviewed by the Board of Directors. The discount rate is based upon the weighted average cost of capital of each segment. Long-term growth rates are based upon industry analysis and are consistent with historical trends.
Future cash flows are estimates that may be revised in future periods as underlying assumptions change. Should the assumptions vary adversely in the future, the value in use of goodwill and intangible assets with indefinite useful lives may reduce below their carrying amounts. Based on current valuations, headroom appears to be sufficient to absorb a normal variation in the underlying assumptions. For information, an increase in discount rate of one percentage point and a decrease in long-term growth rate of one percentage point would not result in an impairment charge on goodwill and on other intangible assets with indefinite useful lives.
The allocation of goodwill to cash-generating units is set out below (the allocation of other intangible assets with indefinite useful lives is set out in note 13):
| EUR million | 2011 | 2010 |
|---|---|---|
| Automobile Distribution | 6.2 | 2.6 |
| Car Rental | ||
| France | - | 0.2 |
| Subtotal Car Rental | - | 0.2 |
| Vehicle Glass | ||
| United Kingdom | 97.2 | 97.1 |
| France | 70.7 | 70.7 |
| Italy | 54.2 | 54.2 |
| Germany | 47.8 | 47.8 |
| Canada | 51.3 | 40.3 |
| Holland | 29.1 | 29.1 |
| Belgium | 27.1 | 27.1 |
| Australia | 27.3 | 24.8 |
| United States | 124.3 | 123.5 |
| Spain | 19.7 | 17.9 |
| Norway | 7.0 | 7.0 |
| New Zealand | 6.4 | 6.4 |
| Greece | 3.8 | 3.8 |
| Sweden | 4.9 | 4.5 |
| Switzerland | 2.1 | 2.1 |
| Portugal | 1.2 | 1.2 |
| Denmark | 5.2 | 5.2 |
| Brazil | 24.6 | 26.6 |
| China | 4.7 | 2.9 |
| Russia | 8.6 | 8.4 |
| Turkey | 4.8 | 4.8 |
| Unallocated | 397.8 | 396.4 |
| Subtotal Vehicle Glass | 1,019.8 | 1,001.8 |
| GROUP | 1,026.0 | 1,004.6 |
The unallocated amount in the Vehicle Glass segment comes from the acquisition of Belron by the Group in 1999, from the transactions entered into with the non-controlling shareholders of Belron since 1999, and from the recognition of the put options granted to non-controlling shareholders of Belron following the introduction of IAS 32 from 1 January 2005 onwards (see note 33).
The Group applies the revised version of IFRS 3 "Business Combinations" as from 1 January 2010. During the period, the Group made the following acquisitions:
The additional sales arising subsequent to these acquisitions amount approximately to EUR 25 million (approximately EUR 48 million if they had occurred on the first day of the period). The results arising subsequent to these acquisitions (even if they had occurred on the first day of the period) are not considered material to the Group and accordingly are not disclosed separately.
The details of the net assets acquired, goodwill and consideration of the acquisitions are set out below:
| Provisional | |
|---|---|
| EUR million | fair value (1) |
| Other intangibles | 2.1 |
| Other property, plant & equipment | 1.8 |
| Inventories | 4.5 |
| Trade and other receivables | 6.4 |
| Cash and cash equivalents | 1.4 |
| Non-current borrowings | -0.2 |
| Current borrowings | -2.5 |
| Current tax liabilities | -0.4 |
| Trade and other payables | -8.7 |
| Net assets acquired | 4.4 |
| Non-controlling interest | - |
| Goodwill (see note 11) | 21.7 |
| CONSIDERATION | 26.1 |
| Consideration satisfied by: | |
| Cash payment | 22.6 |
| Fair-value of previously held investment | -0.1 |
| Estimation of fair value of the deferred consideration payable in the future | 3.6 |
| 26.1 |
(1) The fair values are provisional since the integration process of the acquired entities and businesses is still ongoing.
The goodwill recognised above reflects the expected synergies and other benefits resulting from the combination of the acquired activities with those of the Automobile Distribution and Vehicle Glass segments.
The fair value of the trade and other receivables amounts to EUR 6.4 million and it is expected that the full amount can be collected. Acquisition-related costs of EUR 5.7 million are included in the consolidated income statement.
The goodwill on the 2010 acquisitions was increased by EUR 0.6 million reflecting fair value adjustments made to the initial valuations disclosed in note 12 of the 2010 Consolidated Financial Statements. This increase mainly reflects changes in the fair value of the net assets acquired.
Goodwill is analysed in note 11. All other intangible assets have finite useful lives, unless otherwise specified.
| EUR million | Avis licence rights |
Other licenses and similar rights |
Brands (with finite and indefinite useful lives) |
Customer contracts |
Computer software |
Intan gibles under develop ment |
Other | Total |
|---|---|---|---|---|---|---|---|---|
| Gross amount at 1 January 2011 | 711.5 | 0.4 | 349.2 | 59.2 | 165.4 | - | 0.3 | 1,286.0 |
| Accumulated amortisation and impairment losses at 1 January 2011 |
-358.9 | -0.4 | -16.6 | -22.7 | -94.9 | - | -0.3 | -493.8 |
| Carrying amount at 1 January 2011 | 352.6 | - | 332.6 | 36.5 | 70.5 | - | - | 792.2 |
| Additions: | ||||||||
| Items separately acquired | - | - | - | - | 37.0 | - | - | 37.0 |
| Disposals | - | - | - | - | -0.2 | - | - | -0.2 |
| Amortisation | -6.2 | - | -3.3 | -6.3 | -17.1 | - | - | -32.9 |
| Impairment losses (see note 9) | - | - | - | - | -13.7 | - | - | -13.7 |
| Reversal of impairment losses (see note 41) | 96.2 | - | - | - | - | - | - | 96.2 |
| Items acquired through business combinations | - | - | - | 2.1 | - | - | - | 2.1 |
| Scope exit | -442.6 | - | - | - | -10.8 | - | - | -453.4 |
| Translation differences | - | - | 0.3 | - | 0.8 | - | - | 1.1 |
| Carrying amount at 31 December 2011 | - | - | 329.6 | 32.3 | 66.5 | - | - | 428.4 |
| of which: gross amount | - | 0.4 | 349.8 | 61.9 | 145.7 | - | 0.3 | 558.1 |
| of which: accumulated amortisation and impairment losses | - | -0.4 | -20.2 | -29.6 | -79.2 | - | -0.3 | -129.7 |
| Gross amount at 1 January 2010 | 711.5 | 0.4 | 336.1 | 50.9 | 123.3 | - | 0.3 | 1,222.5 |
| Accumulated amortisation and impairment losses at 1 January 2010 |
-345.2 | -0.4 | -7.7 | -14.8 | -77.9 | - | -0.3 | -446.3 |
| Carrying amount at 1 January 2010 | 366.3 | - | 328.4 | 36.1 | 45.4 | - | - | 776.2 |
| Additions: | ||||||||
| Internal development | - | - | - | - | 1.0 | - | - | 1.0 |
| Items separately acquired | - | - | - | - | 32.3 | - | - | 32.3 |
| Disposals | - | - | - | - | -0.1 | - | - | -0.1 |
| Amortisation | -13.7 | - | -8.7 | -6.3 | -16.6 | - | - | -45.3 |
| Transfer from (to) another caption | - | - | 2.3 | 2.5 | 5.7 | - | - | 10.5 |
| Items acquired through business combinations | - | - | 1.1 | 0.4 | - | - | - | 1.5 |
| Translation differences | - | - | 9.5 | 3.8 | 2.8 | - | - | 16.1 |
| Carrying amount at 31 December 2010 | 352.6 | - | 332.6 | 36.5 | 70.5 | - | - | 792.2 |
| of which: gross amount | 711.5 | 0.4 | 349.2 | 59.2 | 165.4 | - | 0.3 | 1,286.0 |
| of which: accumulated amortisation and impairment losses | -358.9 | -0.4 | -16.6 | -22.7 | -94.9 | - | -0.3 | -493.8 |
Prior to the de-consolidation of the Car Rental segment, all the assets and liabilities were re-measured to the lower of carrying amount and fair value less costs to sell at the date of disposal.
The Board of Directors of the Parent has considered that the consideration offered for the acquisition of the shares (see note 41) is an indication that the impairment recognised in 2008 on the Avis licence rights has decreased. As a result and in accordance with the requirements of IAS 36, a reversal of impairment charge has been recognised to bring the carrying amount of the Car Rental segment to its fair value less costs to sell at the date of disposal. The resulting reversal of impairment charge (gross amount of EUR 96.2 million) was fully allocated to the value of the Avis licence rights. This reversal of impairment has also led to an increase of EUR 28.8 million in the deferred tax liability arising on the recognition of the Avis licence rights.
The nature of the brands with indefinite useful lives is provided in the summary of significant accounting policies in note 2. The increase in customer contracts reflects the businesses acquired in the period (see note 12) by the Vehicle Glass segment. The brands with finite useful lives are amortised on their remaining useful life on a straight-line basis since there is a limit to the period over which these assets are expected to generate cash inflows. The 2011 amortisation amounted to EUR 3.0 million (2010: EUR 8.7 million). The carrying value of the brands with a finite useful life at 31 December 2011 amounted to EUR 2.3 million (2010: EUR 2.3 million), whilst the carrying amount of brands with indefinite useful life amounted to EUR 326.6 million (2010: EUR 330.3 million).
The allocation of brands (with indefinite useful lives) to cash-generating units in the Vehicle Glass segment is set out below:
| EUR million | 2011 | 2010 |
|---|---|---|
| United Kingdom | 67.9 | 67.9 |
| France | 61.9 | 61.9 |
| Germany | 34.8 | 34.8 |
| Holland | 24.2 | 24.2 |
| Belgium | 18.1 | 18.1 |
| Canada | 15.3 | 15.3 |
| United States | 92.1 | 95.8 |
| Spain | 9.1 | 9.1 |
| Portugal | 2.9 | 2.9 |
| Italy | 0.3 | 0.3 |
| Carrying amount of brands | 326.6 | 330.3 |
The other disclosures required by IAS 36 for intangible assets with indefinite useful lives are provided in note 11. Based on current valuations (see note 11), headroom appears to be sufficient to absorb a normal variation in the underlying assumptions. For information, an increase in discount rate of one percentage point and a decrease in long-term growth rate of one percentage point would not result in an impairment charge on goodwill and on other intangible assets with indefinite useful lives.
| EUR million | 2011 | 2010 |
|---|---|---|
| Gross amount at 1 January | 865.4 | 910.5 |
| Accumulated depreciation at 1 January | -207.1 | -238.6 |
| Carrying amount at 1 January | 658.3 | 671.9 |
| Additions | 649.8 | 571.5 |
| Disposals | -101.6 | - |
| Depreciation charge | -110.5 | -166.8 |
| Transfer to inventories | -227.9 | -456.1 |
| Transfer from (to) current assets | 6.2 | 31.8 |
| Transfer to non-current assets held for sale (see note 23) | -324.3 | - |
| Scope exit | -549.5 | - |
| Translation differences | -0.5 | 6.0 |
| Carrying amount at 31 December | - | 658.3 |
| of which: gross amount | - | 865.4 |
| of which: accumulated depreciation | - | -207.1 |
In 2010, vehicles held under finance leases included in the above (in the Car Rental segment only) amounted to EUR 40 million.
The Automobile Distribution's fleet is rented out in Belgium by s.a. D'Ieteren Lease n.v. ("D'Ieteren Lease"), a wholly-owned subsidiary of the Group. All rentals are operating leases. On average, the rentals are 44 months long (2010: 44 months). The average size of the fleet in 2011 is 20,827 vehicles (2010: 20,712 vehicles).
At year-end, the Group is committed to a sale plan of D'Ieteren Lease which will involve loss of control of its subsidiary, with the contribution planned in early 2012 to a newly joint venture (Volkswagen D'Ieteren Finance) created by the Group and Volkswagen Financial Services (a subsidiary of the Volkswagen group). The fleet assets have therefore been classified as held for sale in accordance with IFRS 5. See notes 2.1 and 23 for more information.
In 2011 and 2010, the financing of the D'Ieteren Lease fleet was provided by a securitisation programme. This programme initially launched in 2006 had been renewed in June 2009 up to EUR 310 million for another three year period, and had been extended in 2010 until December 2011 at improved conditions. This securitisation operation consists of the issue of bonds to professional investors. That securitisation programme has no impact on the net debt of the Group (this programme being a substitute to other external sources of financing). The carrying amount of the bonds changes as new lease contracts are concluded and as old ones expire. The reimbursement of the bonds and the payment of interest are covered by customers' lease payments and the resale of the vehicles. The programme enables the carrying amount of the bonds to follow the evolution of the carrying amount of the fleet until the third anniversary of the renewal (or eighteen months after the renewal, absent extension of the financing of the programme). It then starts to amortise, in line with the maturation of the underlying lease contracts.
The securitisation programme does not result in the derecognition of any item from the statement of financial position. Other disclosures regarding the securitisation programme are provided in notes 19, 25, 31 and 39.
This programme will be fully reimbursed in early 2012 at the occasion of the contribution of D'Ieteren Lease to Volkswagen D'Ieteren Finance, the financing of the fleet being provided by Volkswagen Financial Services.
The line "Scope exit" is related to the de-consolidation of the Car Rental's fleet (see note 2.1). Before the disposal of Avis Europe shares, the Car Rental's fleet was rented out by Avis Europe plc and its subsidiaries in Europe. All rentals were operating leases. In accordance with IFRS 5, the Group decided not to depreciate the Car Rental's fleet as from the date of its classification as held for sale (30 June 2011). The impact in the consolidated income statement is EUR 36.4 million.
| EUR million | Property | Plant and | Assets | Total |
|---|---|---|---|---|
| equipment | under | |||
| construction | ||||
| Gross amount at 1 January 2011 | 434.2 | 592.6 | 8.8 | 1,035.6 |
| Accumulated depreciation and impairment losses at 1 January 2011 | -193.1 | -367.1 | - | -560.2 |
| Carrying amount at 1 January 2011 | 241.1 | 225.5 | 8.8 | 475.4 |
| Additions | 22.8 | 86.1 | 5.6 | 114.5 |
| Disposals | -0.3 | -9.5 | - | -9.8 |
| Depreciation | -21.7 | -66.4 | -0.3 | -88.4 |
| Transfer from (to) another caption | 4.8 | 0.3 | -5.1 | - |
| Items acquired through business combinations | 0.7 | 1.1 | - | 1.8 |
| Scope exit | -47.9 | -10.2 | -0.4 | -58.5 |
| Translation differences | 0.2 | 1.1 | - | 1.3 |
| Carrying amount at 31 December 2011 | 199.7 | 228.0 | 8.6 | 436.3 |
| of which: gross amount | 377.9 | 595.3 | 8.6 | 981.8 |
| of which: accumulated depreciation and impairment losses | -178.2 | -367.3 | - | -545.5 |
| Gross amount at 1 January 2010 | 399.9 | 498.0 | 3.2 | 901.1 |
| Accumulated depreciation at 1 January 2010 | -172.4 | -309.6 | - | -482.0 |
| Carrying amount at 1 January 2010 | 227.5 | 188.4 | 3.2 | 419.1 |
| Additions | 32.0 | 103.1 | 7.9 | 143.0 |
| Disposals | -0.7 | -2.7 | - | -3.4 |
| Depreciation | -23.5 | -69.4 | - | -92.9 |
| Transfer from (to) another caption | 0.4 | -6.2 | -2.3 | -8.1 |
| Items acquired through business combinations | - | 1.3 | - | 1.3 |
| Translation differences | 5.4 | 11.0 | - | 16.4 |
| Carrying amount at 31 December 2010 | 241.1 | 225.5 | 8.8 | 475.4 |
| of which: gross amount | 434.2 | 592.6 | 8.8 | 1,035.6 |
| of which: accumulated depreciation and impairment losses | -193.1 | -367.1 | - | -560.2 |
At 31 December 2011, assets under construction include property under construction in the Automobile Distribution segment (EUR 8.6 million). The line "Scope exit" relates to the de-consolidation of the Car Rental segment (see note 2.1).
Assets held under finance leases are included in the above at the following amounts:
| EUR million | Property | Plant and equipment |
Assets under construction |
Total |
|---|---|---|---|---|
| 31 December 2011 | - | 46.2 | - | 46.2 |
| 31 December 2010 | - | 54.2 | - | 54.2 |
| EUR million | 2011 | 2010 |
|---|---|---|
| Gross amount at 1 January | 12.5 | 12.5 |
| Accumulated depreciation at 1 January | -6.7 | -6.2 |
| Carrying amount at 1 January | 5.8 | 6.3 |
| Additions | 0.3 | - |
| Depreciation | -0.5 | -0.5 |
| Carrying amount at 31 December | 5.6 | 5.8 |
| of which: gross amount | 12.8 | 12.5 |
| of which: accumulated depreciation | -7.2 | -6.7 |
| Fair value | 9.1 | 9.2 |
The fair value is supported by market evidence, and is based on a valuation by an independent valuer who holds a recognised and relevant professional qualification, and who has recent experience in the location and category of the investment property held by the Group. The latest valuations were performed in March 2010.
All items of investment property are located in Belgium and are held by the Automobile Distribution segment.
See also notes 5 and 39 for other disclosures on investment property.
Available-for-sale financial assets are those non-derivative financial assets that are designated as available for sale or are not classified as (i) loans and receivables, (ii) held-to-maturity investments or (iii) financial assets held for trading.
| EUR million | 2011 | |||
|---|---|---|---|---|
| Carrying | Fair | Carrying | Fair | |
| amount | value | amount | value | |
| Sundry | 0.5 | 0.5 | 1.2 | 1.2 |
| Total available-for-sale financial assets | 0.5 | 0.5 | 1.2 | 1.2 |
In 2011, available-for-sale financial assets primarily comprise non-controlling interests in non-listed companies (measured at cost less accumulated impairment losses if any, being an approximation of their fair value) held by the Automobile Distribution segment. The decrease during the period is due to the de-consolidation of available-for-sale financial assets held by the Car Rental segment and to the sale of the non-controlling interest previously held by the Vehicle Glass segment in a listed company. They are considered as non-current assets, and are not expected to be realised within 12 months. However, some or all of them could be disposed of in the near future, depending on opportunities.
Derivative hedging instruments are derivatives that meet the strict criteria of IAS 39 for application of hedge accounting. They provide economic hedges against risks faced by the Group (see note 38).
Derivative hedging instruments are classified in the statement of financial position as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Non-current assets | 15.7 | 4.8 |
| Current assets | 1.1 | 0.1 |
| Non-current liabilities | - | -17.3 |
| Current liabilities | - | -12.9 |
| Net derivative hedging instruments | 16.8 | -25.3 |
Derivative hedging instruments are analysed as follows:
| Cross currency interest rate swaps (debt derivatives) | 15.7 | -9.0 |
|---|---|---|
| Interest rate swaps (debt derivatives) | - | -12.4 |
| Forward foreign exchange contracts (non-debt derivatives) | 1.1 | -3.2 |
| Non-deliverable forward exchange contracts | - | -0.7 |
| Net derivative hedging instruments | 16.8 | -25.3 |
In 2011, all derivative hedging instruments are recognised in the Vehicle Glass segment (in 2010, in the Car Rental and Vehicle Glass segments).
In the Vehicle Glass segment:
In the prior year, in the Car Rental segment, cross currency interest rate swaps of aggregate notional principal amounts of USD 240 million were used to hedge the Avis Europe's USD denominated loan notes. Fair value hedge adjustments of EUR -1.8 million arised from the hedging of the principal value of the exposures to euro denominated liabilities. Cash flow hedges of EUR 0.1 million arised from the conversion of the regular semi-annual USD denominated interest payments to euro denominated interest payments. Interest rate swaps of aggregate notional principal amounts of EUR 200.0 million with average fixed interest payable of 4.03% were also used to hedge variable quarterly interest payments arising under the Senior Floating Rate Notes due 2013 issued by Avis Europe in 2006. The aim of the hedge relationship was to transform the variable interest borrowing into a fixed interest borrowing and resulted in cash flow hedges of EUR 11.4 million. Credit risks do not form part of the hedge. There was no material ineffectiveness of these hedges recorded as at the prior year balance sheet date. Forward foreign exchange contracts were used to hedge expected foreign currency income and expected foreign currency payments. Movements in the fair value of these forward foreign exchange contracts were recognised as cash flow hedges in the hedging reserve within equity. There was no material ineffectiveness of these hedges recorded as at the prior year balance sheet date.
The non-current portion of the derivative hedging instruments is expected to be settled after more than 12 months; the current portion within 12 months.
The fair values are determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions at the balance sheet date. The fair value of cross currency interest rate swaps and interest rate swaps is calculated as the present value of future estimated cash flows. The fair value of interest rate caps and collars is valued using option valuation techniques. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date.
The notional principal amounts of the outstanding derivative hedging instruments are as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Cross currency interest rate swaps (debt derivatives) | 73.6 | 183.0 |
| Interest rate swaps (debt derivatives) | - | 200.0 |
| Forward foreign exchange contracts (non-debt derivatives) | 26.3 | 80.6 |
Derivatives held for trading are derivatives that do not meet the strict criteria of IAS 39 for application of hedge accounting. They however provide economic hedges against risks faced by the Group (see note 38).
Derivatives held for trading are classified in the statement of financial position as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Non-current assets | ||
| Debt derivatives | ||
| Embedded derivatives | - | 2.2 |
| Subtotal | - | 2.2 |
| Current assets | ||
| Debt derivatives | ||
| Interest rate swaps excluding securitisation swaps | 10.3 | 10.8 |
| Interest rate securitisation swaps (1) | 1.7 | 4.2 |
| Interest rate caps | - | 0.2 |
| Non-debt derivatives | ||
| Forward foreign exchange contracts | - | 2.3 |
| Fuel hedge instruments | 0.3 | 2.2 |
| Subtotal | 12.3 | 19.7 |
| Non-current liabilities | ||
| Debt derivatives | ||
| Interest rate swaps excluding securitisation swaps | -1.1 | -0.1 |
| Subtotal | -1.1 | -0.1 |
| Current liabilities | ||
| Debt derivatives | ||
| Interest rate swaps excluding securitisation swaps | -7.6 | -18.4 |
| Interest rate securitisation swaps (1) | - | -4.4 |
| Interest rate caps | - | -0.6 |
| Forward foreign exchange contracts | - | -0.7 |
| Non-debt derivatives | ||
| Forward foreign exchange contracts | - | -0.5 |
| Subtotal | -7.6 | -24.6 |
| NET DERIVATIVES HELD FOR TRADING | 3.6 | -2.8 |
(1) Other disclosures regarding the securitisation programme are provided in notes 14, 25, 31 and 39.
In the Vehicle Glass segment, a combination of options, collars and swaps (collectively "fuel hedge instruments") was used to hedge the price of fuel purchases. The fair value of fuel hedge instruments is determined using market valuations prepared by the respective banks that executed the initial transactions at the statement of financial position date based on the present value of the monthly futures forward curve for gasoline given the volume hedged and the contract period.
In the prior year, the EUR 250.0 million Senior Floating Rate Notes due 2013 issued by Avis Europe in 2006 included a call option permitting Avis Europe to repay the notes with effect from 31 July 2008. Under the option, the notes may be redeemed at par with effect from 31 July 2010. In accordance with IAS 39, this option was separately recognised from the underlying notes as an embedded derivative. This embedded derivative was classified as non-current asset consistent with the maturity of the borrowing in which it is embedded.
The fair values of forward rate agreements are calculated as the present value of future estimated cash flows. The fair values of interest rate swaps and interest rate caps are valued using option valuation techniques. See note 18 for details on the other valuation techniques used.
The notional principal amounts of the outstanding derivatives held for trading are as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Interest rate swaps excluding securitisation swaps | 1,151.0 | 1,118.8 |
| Interest rate securitisation swaps (1) | 402.0 | 402.0 |
| Interest rate caps and collars | 10.0 | 40.0 |
| Interest rate floors and collars | 10.0 | 15.0 |
| Forward foreign exchange contracts and options | 2.6 | 18.9 |
| "Fuel hedge instruments" | 16.7 | 12.1 |
(1) Other disclosures regarding the securitisation programme are provided in notes 14, 25, 31 and 39.
Long-term employee benefits include post-employment employee benefits and other long-term employee benefits. Postemployment employee benefits are analysed below. Other long-term employee benefits are presented among non-current provisions or non-current other payables, and, if material, separately disclosed in the relevant note.
Post-employment benefits are limited to retirement benefit schemes. Where applicable, Group entities contribute to the relevant state pension schemes. Certain Group entities operate schemes which provide retirement benefits, including those of the defined benefit type, which are in most cases funded by investments held outside the Group. The disclosures related to defined contribution schemes are provided in note 36.
The Group operates defined benefit schemes for qualifying employees in the following countries:
| Automobile Distribution: |
|---|
| Funded and unfunded schemes: |
| Belgium |
| Car Rental (in 2010 only): |
| Funded schemes: |
| Austria |
| France |
| Spain |
| United Kingdom |
| Unfunded schemes: |
| Germany |
| Italy |
| Vehicle Glass: |
| Funded schemes: |
| Canada |
| France |
| Ireland |
| Holland |
| United Kingdom |
| United States |
The valuations used have been based on the most recent actuarial valuations, updated by the scheme actuaries to assess the liabilities of the scheme and the market value of the scheme assets at each of the balance sheet dates.
The main actuarial assumptions are as follows (ranges are provided given the plurality of schemes operated throughout the Group):
| Funded schemes | Unfunded schemes | |||||||
|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2011 2010 |
||||||
| Min. | Max. | Min. | Max. | Min. | Max. | Min. | Max. | |
| Inflation rate | 1.9% | 3.1% | 1.9% | 3.6% | 2.0% | 2.0% | 2.0% | 2.0% |
| Discount rate | 2.6% | 4.7% | 3.6% | 5.4% | 0.6% | 4.1% | 1.5% | 5.4% |
| Expected return on scheme assets: | ||||||||
| Equities | 5.8% | 8.0% | 7.0% | 8.4% | - | - | - | - |
| Bonds | 2.8% | 5.0% | 3.0% | 5.3% | - | - | - | - |
| Other | 4.1% | 7.0% | 0.4% | 7.3% | - | - | - | - |
| Rate of salary increases | 1.0% | 5.0% | 1.0% | 5.4% | 2.6% | 2.6% | -0.3% | 2.5% |
| Rate of pension increases | 1.0% | 3.1% | 1.0% | 3.6% | 2.3% | 2.3% | 1.3% | 2.0% |
The expected rates of return on scheme assets are based on market expectations at the beginning of each year, for returns over the entire life of the related obligation. The expected return on bonds is based on long-term bond yields. The expected return on equities is based on a wide range of qualitative and quantitative market analysis including consideration of market equity risk premiums.
The actual return on scheme assets is analysed as follows:
| EUR million | 2011 | 2010 (1) |
|---|---|---|
| Expected return on scheme assets | 20.9 | 18.3 |
| Actual return less expected return on scheme assets | -21.5 | 29.5 |
| Actual return on scheme assets | -0.6 | 47.8 |
(1) As restated (see note 2.1).
The amounts recognised in the statement of financial position are summarised as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Long-term employee benefit assets | 30.5 | 39.2 |
| Long-term employee benefit obligations | -59.1 | -110.1 |
| Recognised net deficit (-) / surplus (+) in the schemes | -28.6 | -70.9 |
| of which: amount expected to be settled within 12 months | -0.8 | -0.9 |
| of which: amount expected to be settled in more than 12 months | -27.8 | -70.0 |
The amounts recognised in the statement of financial position are analysed as follows:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Present value of defined benefit obligations | -388.8 | -3.4 | -392.2 | -534.0 | -43.7 | -577.7 |
| Fair value of scheme assets | 363.6 | - | 363.6 | 506.8 | - | 506.8 |
| Net deficit (-) / surplus (+) in the schemes | -25.2 | -3.4 | -28.6 | -27.2 | -43.7 | -70.9 |
The amounts recognised in the statement of financial position for the years 2009 and 2008 were analysed as follows:
| EUR million | 2009 | 2008 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Present value of defined benefit obligations | -466.2 | -39.1 | -505.3 | -347.3 | -38.1 | -385.4 |
| Fair value of scheme assets | 392.3 | - | 392.3 | 279.0 | - | 279.0 |
| Net deficit (-) / surplus (+) in the schemes | -73.9 | -39.1 | -113.0 | -68.3 | -38.1 | -106.4 |
The fair value of scheme assets includes the following items:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Equity instruments | 215.4 | - | 215.4 | 306.3 | - | 306.3 |
| Debt instruments | 112.5 | - | 112.5 | 143.5 | - | 143.5 |
| Other assets | 35.7 | - | 35.7 | 57.0 | - | 57.0 |
| Fair value of scheme assets | 363.6 | - | 363.6 | 506.8 | - | 506.8 |
The fair value of scheme assets did not comprise any property or other assets used by the Group, nor any financial instruments of the Group.
The movements in the recognised net deficit are as follows:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Net deficit (-) / surplus (+) at 1 January | -27.2 | -43.7 | -70.9 | -73.9 | -39.1 | -113.0 |
| Contributions paid by the Group | 18.5 | - | 18.5 | 38.1 | - | 38.1 |
| Benefits paid by the Group | - | 0.8 | 0.8 | - | 2.2 | 2.2 |
| Expense recognised in the income statement - continuing | 6.7 | -0.4 | 6.3 | -6.3 | -0.5 | -6.8 |
| Expense recognised in the income statement - discontinued | -1.8 | - | -1.8 | -4.9 | -2.5 | -7.4 |
| Actuarial gains (+) / losses (-) | -57.0 | - | -57.0 | 26.4 | -3.8 | 22.6 |
| Scope exit | 35.7 | 39.9 | 75.6 | - | - | - |
| Other benefits paid | - | - | - | 0.2 | - | 0.2 |
| Transfer from another caption | - | - | - | -2.3 | - | -2.3 |
| Translation differences | -0.1 | - | -0.1 | -4.5 | - | -4.5 |
| Net deficit (-) / surplus (+) at 31 December | -25.2 | -3.4 | -28.6 | -27.2 | -43.7 | -70.9 |
The amounts recognised in the income statement are as follows:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Current service cost | -8.7 | -0.3 | -9.0 | -10.7 | -0.9 | -11.6 |
| Past service cost | 11.7 | - | 11.7 | -0.1 | - | -0.1 |
| Interest cost | -17.6 | -0.1 | -17.7 | -27.7 | -2.1 | -29.8 |
| Effect of curtailment or settlement | 0.4 | - | 0.4 | 0.2 | - | 0.2 |
| Expected return on scheme assets | 20.9 | - | 20.9 | 27.1 | - | 27.1 |
| Expense recognised in the income statement | 6.7 | -0.4 | 6.3 | -11.2 | -3.0 | -14.2 |
| of which: commercial and administrative expenses of which: (current items) |
-5.0 | -0.4 | -5.4 | -11.2 | -3.0 | -14.2 |
| of which: commercial and administrative expenses of which: (unusual items - see note 9) |
11.7 | - | 11.7 | - | - | - |
In 2011, the past service cost of EUR 11.7 million is due to the change by the UK Government of the index used for increasing deferred state pensions (see note 9).
The amounts recognised through the statement of comprehensive income are as follows:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Actual return less expected return on scheme assets | -21.5 | - | -21.5 | 29.5 | - | 29.5 |
| Experience gain (+) / loss (-) on liabilities | 11.5 | - | 11.5 | 1.4 | - | 1.4 |
| Gain (+) / Loss (-) on change of assumptions (1) | -41.2 | - | -41.2 | -15.7 | - | -15.7 |
| Discontinued operations | -5.8 | - | -5.8 | 11.2 | -3.8 | 7.4 |
| Actuarial gains (+) / losses (-) | -57.0 | - | -57.0 | 26.4 | -3.8 | 22.6 |
(1) Financial and/or demographic assumptions.
The best estimate of the contributions expected to be paid to the schemes during the 2012 annual period is EUR 16.3 million. The obligation of defined benefit schemes is calculated on the basis of a set of actuarial assumptions (including among others: mortality, discount rate of future payments, salary increases, personnel turnover, etc.). Should these assumptions change in the future, the obligation may increase. The defined benefit scheme assets are invested in a diversified portfolio, with a return that is likely to experience volatility in the future. Should the return of these assets be insufficient, the deficit might increase.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The movement in deferred tax assets and liabilities during the period and the prior period is as follows:
| EUR million | Revalua- | Depreciation | Provisions | Dividends | Tax losses | Financial | Other | Total |
|---|---|---|---|---|---|---|---|---|
| tions | amortisation | available | instru- | |||||
| write-downs | for offset | ments | ||||||
| Deferred tax liabilities (negative amounts) | ||||||||
| At 1 January 2010 | -127.5 | -25.2 | 10.0 | -1.0 | 5.2 | -1.6 | -7.4 | -147.5 |
| Credited (charged) to income statement | 4.3 | 4.7 | -8.8 | -0.2 | 5.9 | -0.1 | -7.0 | -1.2 |
| Credited (charged) to equity | - | - | -5.2 | - | - | 0.2 | - | -5.0 |
| Exchange differences | - | -2.4 | -0.2 | - | - | - | -0.3 | -2.9 |
| At 31 December 2010 | -123.2 | -22.9 | -4.2 | -1.2 | 11.1 | -1.5 | -14.7 | -156.6 |
| Credited (charged) to income statement | -27.0 | 3.1 | -13.0 | -0.3 | -6.1 | -3.0 | 8.3 | -38.0 |
| Credited (charged) to equity | - | - | 7.1 | - | - | -3.7 | - | 3.4 |
| Scope exit | 138.5 | 5.2 | 4.3 | - | -5.7 | -0.3 | 8.4 | 150.4 |
| Exchange differences | 0.1 | -3.2 | 0.2 | - | -2.0 | - | 0.1 | -4.8 |
| At 31 December 2011 | -11.6 | -17.8 | -5.6 | -1.5 | -2.7 | -8.5 | 2.1 | -45.6 |
| Deferred tax assets (positive amounts) | ||||||||
| At 1 January 2010 | - | -16.2 | 62.6 | - | 40.4 | 5.9 | 5.4 | 98.1 |
| Credited (charged) to income statement | - | -11.9 | -17.2 | - | 13.6 | -0.9 | 3.3 | -13.1 |
| Credited (charged) to equity | - | - | - | - | - | -1.0 | -2.2 | -3.2 |
| Transfer to current tax | - | 0.1 | - | - | - | - | 1.7 | 1.8 |
| Exchange differences | - | -0.5 | 4.4 | - | 3.5 | -0.1 | 1.4 | 8.7 |
| At 31 December 2010 | - | -28.5 | 49.8 | - | 57.5 | 3.9 | 9.6 | 92.3 |
| Credited (charged) to income statement | - | 8.1 | -3.4 | - | 6.2 | -0.1 | - | 10.8 |
| Credited (charged) to equity | - | - | 4.6 | - | - | -0.4 | 2.9 | 7.1 |
| Scope exit | - | -30.2 | -9.1 | - | -1.5 | -3.4 | -6.8 | -51.0 |
| Transfer to non-current assets held for sale | - | -1.0 | - | - | - | - | - | -1.0 |
| Exchange differences | - | -0.2 | -4.1 | - | 0.4 | - | - | -3.9 |
| At 31 December 2011 | - | -51.8 | 37.8 | - | 62.6 | - | 5.7 | 54.3 |
| Net deferred tax assets (liabilities) after offsetting recognised in the consolidated statement of financial position: |
||||||||
| 31 December 2010 | -123.2 | -51.4 | 45.6 | -1.2 | 68.6 | 2.4 | -5.1 | -64.3 |
| 31 December 2011 | -11.6 | -69.6 | 32.2 | -1.5 | 59.9 | -8.5 | 7.8 | 8.7 |
In the prior year, the revaluation column mainly included the deferred tax liability (EUR 111.8 million) arising on the recognition of the Avis licence rights. The movement during the year is explained by the deferred tax impact on the amortisation and on the reversal of impairment on the Avis licence rights, as well as the de-consolidation of the net position of this deferred tax liability at the end of September 2011.
The net deferred tax balance includes net deferred tax assets amounting to EUR 11.1 million (2010: EUR 13.7 million) that are expected to be reversed in the following year. However, given the low predictability of deferred tax movements, this net amount might not be reversed as originally foreseen.
At the balance sheet date, the Group has unused tax losses and credits of EUR 240.2 million (2010: EUR 480.3 million) available for offset against future profits, for which no deferred tax asset has been recognised, due to the unpredictability of future profit streams. This includes unused tax losses of EUR 3.3 million (2010: EUR 2.4 million) that will expire in the period 2015-2027 (2010: 2015-2027) and unused tax credits of EUR 41.1 million (2010: EUR 105.8 million) that will expire in the period 2012-2018 (2010: 2011-2017). Other losses may be carried forward indefinitely.
Deferred tax has not been recognised in respect of other deductible temporary differences amounting to EUR 10.0 million (2010: EUR 22.8 million) due to the unpredictability of future profit streams.
At the balance sheet date the aggregate amount of temporary differences associated with the investments in subsidiaries, branches, associates and interests in joint ventures (being mainly the accumulated positive consolidated reserves of these entities) for which deferred tax liabilities have not been recognised is EUR 831.8 million (2010: EUR 809.6 million). No deferred tax liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. It should also be noted that the reversal of these temporary differences, for example by way of distribution of dividends by the subsidiaries to the Parent, would generate no (or a marginal) current tax effect.
Deferred tax assets include, among other items:
The recognition of these deferred tax assets is supported by profit expectations in the foreseeable future.
Deferred tax assets are recognised provided that there is a sufficient probability that they will be recovered in the foreseeable future. Recoverability has been conservatively assessed. However, should the conditions for this recovery not be met in the future, the current carrying amount of the deferred tax assets may be reduced.
The other non-current receivables are comprised of guarantee deposits and of non-current receivables from entities accounted for using the equity method. Their carrying amount approximates their fair value, and they generally generate no interest income. They are expected to be recovered after more than 12 months.
On 10 October 2011, the Parent and Volkswagen Financial Services (a subsidiary of the Volkswagen group) announced that they reached an agreement to create a joint venture, Volkswagen D'Ieteren Finance (VDFin), intended to provide a full range of financial services related to the sale of the Volkswagen group vehicles on the Belgian market. VDFin will be operational in early 2012 and will be created by the contribution in early 2012 of D'Ieteren Lease sa, the Group subsidiary active in operating leases, and of the Volkswagen Bank Belgium operations. VDFin will be 50% owned (minus one share) by the Group and 50% owned (plus one share) by Volkswagen Financial Services. Both parties signed the shareholders' agreement on 23 December 2011.
The Board of Directors of the Parent considered that the Parent is committed to a sale plan of D'Ieteren Lease which will involve the loss of control of its subsidiary, and has therefore classified in the consolidated statement of financial position as at 31 December 2011 all the assets and liabilities of its subsidiary as held for sale; the recognition criteria defined in IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations" being satisfied. These assets and liabilities were re-measured to the lower of carrying amount and fair value less costs to sell at the date of the classification as held for sale (31 December 2011).
| EUR million Notes |
2011 |
|---|---|
| Vehicles | 324.3 |
| Deferred tax assets | 1.1 |
| Other non-current receivables | 0.6 |
| Other financial assets - Securitisation cash reserves | 7.7 |
| Current tax assets | 0.6 |
| Trade and other receivables | 13.3 |
| Cash and cash equivalents | 0.1 |
| Non-current assets classified as held for sale | 347.7 |
In the prior year, non-current assets held for sale comprised buildings previously used for Automobile Distribution activities, for which the management was commited to disposal. The disposal occurred in the second half of 2011.
| EUR million Notes |
2011 |
|---|---|
| Other non-current provisions | 4.0 |
| Current bonds under securitisation programme | 181.4 |
| Current intra-segment subordinated loan 31 |
89.0 |
| Current derivatives held for trading - Interest rate securitisation programme | 2.0 |
| Trade and other payables | 56.8 |
| Liabilities associated with non-current assets held for sale | 333.2 |
| Net assets group's share | 14.5 |
| EUR million | 2011 |
|---|---|
| Current bonds under securitisation programme | 181.4 |
| Current intra-segment subordinated loan | 89.0 |
| Less: Other financial assets - Securitisation cash reserves | -7.7 |
| Less: Cash and cash equivalents | -0.1 |
| Total net debt | 262.6 |
| EUR million | 2011 | 2010 |
|---|---|---|
| Automobile Distribution | ||
| Vehicles | 339.6 | 283.2 |
| Spare parts and accessories | 29.5 | 26.3 |
| Other | 1.5 | 0.9 |
| Subtotal | 370.6 | 310.4 |
| Car Rental | ||
| Vehicles | - | 0.7 |
| Fuel | - | 5.9 |
| Spare parts and accessories | - | 0.5 |
| Subtotal | - | 7.1 |
| Vehicle Glass | ||
| Glass and related product | 256.3 | 233.9 |
| Subtotal | 256.3 | 233.9 |
| GROUP | 626.9 | 551.4 |
| of which: items carried at fair value less costs to sell | 88.0 | 82.0 |
In the prior year, in the Car Rental segment, vehicles comprised ex-rental vehicles where management was commited to the disposal of the vehicles. The disposal occurred in early 2011.
The items carried out at fair value less costs to sell are mainly the vehicles sold under buy-back agreements (this kind of agreement being accounted for as operating lease) that are kept on statement of financial position until their subsequent resale. The inventories are expected to be recovered within 12 months.
The other financial assets are analysed as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Automobile Distribution - Securitisation cash reserves | - | 8.9 |
| Vehicle Glass - Restricted cash related to acquisitions | 1.1 | 17.0 |
| Other financial assets | 1.1 | 25.9 |
The securitisation cash reserves (see note 23 for amounts classified as held for sale as at 31 December 2011) are pledged by D'Ieteren Lease and are held on its own bank accounts. Other disclosures regarding the securitisation programme are provided in notes 14, 19, 31 and 39.
The other financial assets are expected to be recovered within 12 months. Their carrying amount is equal to their fair value.
Current tax assets (liabilities) are largely expected to be recovered (settled) within 12 months.
Trade and other receivables are analysed as follows:
| EUR million | 2011 | 2010 | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | |
| Distribution | Glass | Distribution | Rental | Glass | |||
| Trade receivables - net | 137.2 | 186.1 | 323.3 | 107.5 | 147.7 | 192.2 | 447.4 |
| Vehicle related receivables | - | - | - | - | 758.4 | - | 758.4 |
| Receivables from entities accounted for using the equity method |
1.3 | - | 1.3 | 0.5 | - | - | 0.5 |
| Other receivables | 7.3 | 67.5 | 74.8 | 12.8 | 120.0 | 45.8 | 178.6 |
| Trade and other receivables | 145.8 | 253.6 | 399.4 | 120.8 | 1,026.1 | 238.0 | 1,384.9 |
The trade and other receivables are expected to be recovered within 12 months. Their carrying amount approximates to their fair value, and they generate no interest income.
The Group is exposed to credit risk arising from its operating activities. Such risks are mitigated by selecting clients and other business partners on the basis of their credit quality and by avoiding as far as possible concentration on a few large counterparties. Credit quality of large counterparties is assessed systematically and credit limits are put in place prior to taking exposure. Payment terms are on average less than one month except where local practices are otherwise. Receivables from sales involving credit are closely tracked and collected mostly centrally in the Automobile Distribution segment, and at the country level in the Vehicle Glass segment.
In the Automobile Distribution segment, concentration on top ten customers is 23% (2010: 20%) and no customer is above 7% (2010: 6%). Certain receivables are also credit insured.
In the Vehicle Glass segment, concentrations of risk with respect to receivables are limited due to the diversity of the Belron's customer base.
In the prior year, in the Car Rental segment, vehicle related receivables included receivables related to vehicles purchased under buy-back agreements, prepaid vehicle operating lease charges, amount due from leasing companies and other vehicle receivables. Statement of financial position amounts are stated net of provisions for doubtful debts, and accordingly, the maximum credit risk exposure is the carrying amount of the receivables in the statement of financial position. As at 31 December 2011, the provisions for bad and doubtful debt amounted to EUR 22.8 million (2010: EUR 53.4 million).
The ageing analysis of trade and other receivables past due but not impaired is as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Up to three months past due | 95.1 | 153.8 |
| Three to six months past due | 10.2 | 11.7 |
| Over six months past due | 6.5 | 9.8 |
| Total | 111.8 | 175.3 |
The decrease of the provisions for bad and doubtful debts is explained by the de-consolidation of the Car Rental segment's receivables and by the decrease of EUR 3.0 million as disclosed in note 5.
Cash and cash equivalents are analysed below:
| EUR million | 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | |
| Distribution | Glass | Distribution | Rental | Glass | |||
| Cash at bank and in hand | 74.5 | 36.5 | 111.0 | 2.1 | 92.3 | 33.4 | 127.8 |
| Short-term deposits | 20.0 | - | 20.0 | - | 139.4 | - | 139.4 |
| Money Market Assets | 119.0 | - | 119.0 | - | - | - | - |
| Cash and cash equivalents | 213.5 | 36.5 | 250.0 | 2.1 | 231.7 | 33.4 | 267.2 |
Cash and cash equivalents are mainly floating rate assets which earn interest at various rates set with reference to the prevailing EONIA, LIBID or equivalent. Their carrying amount is equal to their fair value.
In 2011, in the Automobile Distribution segment, cash and cash equivalents have been building up, notably with the proceeds of the sale in October 2011 of the Avis Europe shares previously held by the Group.
In the Vehicle Glass segment, due to legal restrictions, cash balances held in Brazil, amounting to EUR 3.7 million (2010: EUR 5.2 million), are not available for general use by the Parent or other subsidiaries.
Short-term deposits mature within 1 month (5 months in the prior period in the Car Rental segment).
The change in ordinary share capital is set out below:
| EUR million, except number of shares stated in units | Number of | Ordinary |
|---|---|---|
| ordinary | share | |
| shares | capital | |
| At 1 January 2010 | 5,530,262 | 160.0 |
| Ten for one share split | 0 | - |
| At 31 December 2010 | 55,302,620 | 160.0 |
| Change | 0 | - |
| At 31 December 2011 | 55,302,620 | 160.0 |
On 20 December 2010, the Extraordinary General Meeting of Shareholders approved the proposal of the Board of Directors to divide by ten the ordinary shares and the participating shares, by way of exchange. After this split (which was effective 27 December 2010), the number of ordinary shares and participating shares issued by the Parent amounts respectively to 55,302,620 and 5,000,000.
All ordinary shares issued are fully paid. Ordinary shares have no face value. The same Extraordinary General Meeting of Shareholders approved the dematerialization of bearer shares. The bearer ordinary shares are therefore to be converted into either registered or dematerialized shares prior to the exercise of any rights attached to them. Each ordinary share confers one voting right.
The 5,000,000 nominative participating shares do not represent share capital. Each participating share confers one voting right and gives the right to a dividend equal to one eighth of the dividend of an ordinary share.
Treasury shares are held by the Parent and by subsidiaries as set out below:
| EUR million, except number of shares stated in units | 31 December 2011 | 31 December 2010 | |||
|---|---|---|---|---|---|
| Number | Amount | Number | Amount | ||
| Treasury shares held by the Parent | 744,423 | 15.8 | 779,860 | 15.8 | |
| Treasury shares held by subsidiaries | - | - | - | - | |
| Treasury shares held | 744,423 | 15.8 | 779,860 | 15.8 |
Treasury shares are held to cover the stock option plans set up by the Parent since 1999 (see note 37).
On 28 May 2009, the Extraordinary General Meeting of Shareholders renewed the authorisation to the Board of Directors to increase the share capital on one or more occasions, during a renewable period of five years, up to a maximum of EUR 60 million by contributions in cash or in kind or by incorporation of available or non-available reserves or share premium account, with or without creation of new shares, either preference or other shares, with or without voting rights, with or without subscription rights, with the possibility of limiting or withdrawing preferential subscription rights including in favour of one or more specified persons. The same Meeting authorised the Board of Directors to purchase own shares, during a period of five years, up to a maximum of ten percent of the ordinary shares issued.
Registered shares not fully paid-up may not be transferred except by virtue of a special authorisation from the Board of Directors for each assignment and in favour of an assignee appointed by the Board (art. 7 of the Articles). Participating shares may not be transferred except by the agreement of a majority of members of the Board of Directors, in which case they must be transferred to an assignee appointed by said members (art. 8 of the Articles).
The Group's objectives when managing capital are to safeguard each of its activities ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors the capital adequacy at the level of each of its activities through a set of ratios relevant to their specific business. In order to maintain or adjust the capital structure, each activity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt, taking into account the existence of non-controlling shareholders.
| Disclosure of company shareholders | Capital | Participating | Total voting | |||
|---|---|---|---|---|---|---|
| (according to the declarations of major shareholdings dated | shares | shares | rights | |||
| 02/11/2011) | Number | % | Number | % | Number | % |
| s.a. de Participations et de Gestion, Brussels | 10,322,060 | 18.66% | - | - | 10,322,060 | 17.12% |
| Reptid Commercial Corporation, Dover, Delaware | 2,025,320 | 3.66% | - | - | 2,025,320 | 3.36% |
| Mrs Catheline Périer-D'Ieteren | 1,529,900 | 2.77% | 1,250,000 | 25.00% | 2,779,900 | 4.61% |
| Mr Olivier Périer | 10,000 | 0.02% | - | - | 10,000 | 0.02% |
| The four abovementioned persons (collectively "SPDG Group") are associated and act in concert with Cobepa s.a. |
13,887,280 | 25.11% | 1,250,000 | 25.00% | 15,137,280 | 25.10% |
| Nayarit Participations s.c.a., Brussels | 17,217,830 | 31.13% | - | - | 17,217,830 | 28.55% |
| Mr Roland D'Ieteren | 466,190 | 0.84% | 3,750,000 | 75.00% | 4,216,190 | 6.99% |
| Mr Nicolas D'Ieteren | 10,000 | 0.02% | - | - | 10,000 | 0.02% |
| The three abovementioned persons (collectively "Nayarit Group") are associated and act in concert with Cobepa s.a. |
17,694,020 | 31.99% | 3,750,000 | 75.00% | 21,444,020 | 35.56% |
| The persons referred to as SPDG Group and Nayarit Group act in concert. |
||||||
| Cobepa s.a., Brussels | 2,126,210 | 3.84% | - | - | 2,126,210 | 3.53% |
| Cobepa s.a. acts in concert on the one hand with Nayarit Group and on the other hand with SPDG Group. |
The Board of Directors proposed the distribution of a gross dividend amounting to EUR 0.80 per share (2010: EUR 0.425 per share), or EUR 44.1 million in aggregate (2010: EUR 23.5 million).
Provisions for post-retirement benefit schemes are analysed in note 20. The other provisions, either current or non-current, are analysed below.
The major classes of provisions are the following ones:
| EUR million | 2011 | 2010 | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | |
| Distribution | Glass | Distribution | Rental | Glass | |||
| Non-current provisions | |||||||
| Dealer-related | 19.2 | - | 19.2 | 15.5 | - | - | 15.5 |
| Warranty | 5.0 | - | 5.0 | 5.0 | - | - | 5.0 |
| Insurance and covers | - | - | - | 2.7 | 18.4 | - | 21.1 |
| Other non-current items | 7.6 | 36.8 | 44.4 | 8.5 | 9.0 | 37.0 | 54.5 |
| Subtotal | 31.8 | 36.8 | 68.6 | 31.7 | 27.4 | 37.0 | 96.1 |
| Current provisions | |||||||
| Insurance and covers | - | - | - | - | 13.9 | - | 13.9 |
| Other current items | - | 8.9 | 8.9 | - | 7.0 | 4.4 | 11.4 |
| Subtotal | - | 8.9 | 8.9 | - | 20.9 | 4.4 | 25.3 |
| Total provisions | 31.8 | 45.7 | 77.5 | 31.7 | 48.3 | 41.4 | 121.4 |
The changes in provisions are set out below for the year ended 31 December 2011:
| EUR million | Dealer- | Warranty | Insurance | Other | Other | Total |
|---|---|---|---|---|---|---|
| related | and | non-current | current | |||
| covers | items | items | ||||
| At 1 January 2011 | 15.5 | 5.0 | 35.0 | 54.5 | 11.4 | 121.4 |
| Charged in the year | 6.8 | 0.9 | 9.6 | 2.6 | 14.1 | 34.0 |
| Utilised in the year | -3.0 | -0.2 | -2.7 | -2.2 | -9.6 | -17.7 |
| Reversed in the year | -0.1 | -0.7 | - | -0.2 | - | -1.0 |
| Transferred during the year | - | - | -8.2 | -0.5 | 5.7 | -3.0 |
| Transferred to liabilities associated with non-current assets held for sale (see note 23) |
- | - | -2.9 | -1.1 | - | -4.0 |
| Scope exit | - | - | -30.8 | -8.7 | -12.7 | -52.2 |
| At 31 December 2011 | 19.2 | 5.0 | - | 44.4 | 8.9 | 77.5 |
The timing of the outflows being largely uncertain, most of the provisions are considered as non-current items. Current provisions are expected to be settled within 12 months.
The dealer-related provisions arise from the ongoing improvement of the distribution networks.
In the Automobile Distribution segment, warranty provisions relate to the cost of services offered to new vehicle customers, like mobility. Provisions are also set up for incurred material damage (registered or not) at D'Ieteren Lease. At year-end, these are classified within liabilities associated with non-current assets held for sale (see note 23).
Other current and non-current provisions primarily comprise:
Borrowings are analysed as follows:
| EUR million | 2011 | 2010 | |||||
|---|---|---|---|---|---|---|---|
| Notes | Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group |
| Distribution | Glass | Distribution | Rental | Glass | |||
| Non-current borrowings | |||||||
| Bonds | 249.7 | - | 249.7 | 349.6 | - | - | 349.6 |
| Bonds under securitisation programme | - | - | - | 186.4 | - | - | 186.4 |
| Obligations under finance leases | - | 25.9 | 25.9 | - | 0.1 | 30.3 | 30.4 |
| Bank and other loans | 1.6 | 46.6 | 48.2 | 1.5 | - | 439.3 | 440.8 |
| Loan notes | - | 464.4 | 464.4 | - | 435.6 | 271.0 | 706.6 |
| Deferred consideration | - | - | - | - | 24.8 | - | 24.8 |
| Subtotal non-current borrowings | 251.3 | 536.9 | 788.2 | 537.5 | 460.5 | 740.6 | 1,738.6 |
| Current borrowings | |||||||
| Bonds | 100.0 | - | 100.0 | - | - | - | - |
| Obligations under finance leases | - | 20.3 | 20.3 | - | 184.3 | 21.2 | 205.5 |
| Bank and other loans | 1.0 | 20.8 | 21.8 | 3.6 | 20.3 | 8.4 | 32.3 |
| Loan notes | - | - | - | - | 91.6 | - | 91.6 |
| Commercial paper | - | - | - | 25.5 | 1.0 | - | 26.5 |
| Deferred consideration | - | - | - | - | 0.3 | - | 0.3 |
| Intra-segment subordinated loan 23 |
-89.0 | - | -89.0 | - | - | - | - |
| Inter-segment financing | -240.0 | 240.0 | - | - | - | - | - |
| Subtotal current borrowings | -228.0 | 281.1 | 53.1 | 29.1 | 297.5 | 29.6 | 356.2 |
| TOTAL BORROWINGS | 23.3 | 818.0 | 841.3 | 566.6 | 758.0 | 770.2 | 2,094.8 |
The Group issues bonds both through the Parent and its wholly-owned subsidiary D'Ieteren Trading b.v. The bonds outstanding at 31 December are as follows (only in the Automobile Distribution segment):
| 2011 | 2010 | |||||||
|---|---|---|---|---|---|---|---|---|
| Issued | Principal | Maturing | Fixed rate | Issued | Principal | Maturing | Fixed rate | |
| (EUR million) | (EUR million) | |||||||
| July 2004 | 100.0 | 2012 | 5.25% | July 2004 | 100.0 | 2012 | 5.25% | |
| July 2005 | 100.0 | 2015 | 4.25% | July 2005 | 100.0 | 2015 | 4.25% | |
| December 2009 | 150.0 | 2014 | 5.50% | December 2009 | 150.0 | 2014 | 5.50% | |
| Total | 350.0 | 350.0 |
The weighted average cost of bonds in 2011 was 5.1% (2010: 5.1%).
The Group issues bonds under a securitisation programme, through its wholly-owned subsidiary s.a. D'Ieteren Lease n.v. ("D'Ieteren Lease"). The programme is set out in note 14. The weighted average cost of this programme, including the amortisation of the initial set-up and renewal costs over a two successive three-year periods, was 3.4% (2010: 3.5%). Pledged accounts related to this securitisation programme are recorded under the heading "other financial assets" (see notes 23 and 25). Other disclosures regarding the securitisation programme are also provided in notes 19 and 39.
At year-end, in accordance with the requirements of IFRS 5 (see notes 2.1 and 23), bonds under securitisation programme have been classified within liabilities associated with non-current assets held for sale. The programme will be fully repaid in early 2012 at the occasion of the contribution of D'Ieteren Lease to Volkswagen D'Ieteren Finance, the financing of the fleet being guaranteed throughout this new joint venture created by the Group and Volkswagen Financial Services (a subsidiary of the Volkswagen group).
Obligations under finance leases are analysed below:
| EUR million | 2011 | 2010 | |||
|---|---|---|---|---|---|
| Minimum | Present value | Present value | |||
| lease | of minimum | lease | of minimum | ||
| payments | lease payments | payments | lease payments | ||
| Within one year | 20.8 | 20.3 | 211.6 | 205.5 | |
| Between one and five years | 27.5 | 25.3 | 32.4 | 29.6 | |
| More than five years | 0.8 | 0.7 | 1.0 | 0.8 | |
| Subtotal | 49.1 | 46.3 | 245.0 | 235.9 | |
| Less: future finance charges | -2.9 | -9.1 | |||
| Present value of finance lease obligations | 46.2 | 235.9 |
At year-end, obligations under finance leases are only located in the Vehicle Glass segment. Finance leases were also previously used in the Car Rental segment (until its disposal in 2011) which leased certain of its vehicles (including some vehicles held under buy-back agreements) and plant and equipment under finance leases. The Group's obligations under finance leases are secured by the lessors having legal title over the leased assets.
Bank and other loans mainly represent non syndicated bank loans (in the Automobile Distribution segment) and syndicated arrangements (in Vehicle Glass segment), as well as overdrafts. Depending on the currency of the bank borrowings and the segment concerned, the weighted average cost ranged from 1.9% to 20.6% in 2011 (2010: 1.3% to 16.9%).
In the Vehicle Glass segment, loan notes represent the following outstanding balances, due by Belron Finance Limited, a whollyowned subsidiary of Belron:
| 2011 | 2010 | |||||
|---|---|---|---|---|---|---|
| Interest rate | Currency | Principal (in million) |
Maturing | Principal (in million) |
Maturing | |
| Series A (April 2007) | 5.68% | USD | 200.0 | 2014 | 200.0 | 2014 |
| Series B (April 2007) | 5.80% | USD | 125.0 | 2017 | 125.0 | 2017 |
| Series C (April 2007) | 5.94% | GBP | 20.0 | 2017 | 20.0 | 2017 |
| Series A (March 2011) 4.51% | USD | 50.0 | 2018 | n/a | n/a | |
| Series B (March 2011) 5.13% | USD | 100.0 | 2021 | n/a | n/a | |
| Series C (March 2011) | 5.25% | USD | 100.0 | 2023 | n/a | n/a |
In the prior year, in the Car Rental segment, loan notes represented the following balances, due by Avis Finance Company plc ("AFC"), an indirect wholly-owned subsidiary of Avis Europe plc:
| 2011 | 2010 | ||||
|---|---|---|---|---|---|
| Issued | Currency | Principal | Maturing | Principal | Maturing |
| (in million) | (in million) | ||||
| June 2002 | EUR | - | - | 26.8 | 2012 |
| June 2004 | USD | - | - | 240.0 | 2011,2012,2014 |
| June 2004 | EUR | - | - | 65.0 | 2012 |
| July 2006 | EUR | - | - | 250.0 | 2013 |
The Group runs one commercial paper programme in Belgium throughout s.a. D'Ieteren Treasury n.v., a wholly-owned subsidiary of the Parent (EUR 300.0 million; in 2010: EUR 300.0 million). This programme is guaranteed by the Parent. The weighted average cost over 2011 was nil (2010: 0.6%). Medium term notes can also be drawn from this programme.
In the prior year, in the Car Rental segment, deferred consideration represented amounts still due arising on the acquisition of Avis Europe Investment Holdings Limited (a wholly-owned subsidiary of Avis Europe plc) from Avis Inc. in 1997, and payable in annual instalments of GBP 1.9 million including interest. The deferred consideration was denominated in GBP and beared an interest rate of 8.0% fixed for 27 years.
Inter-segment financing items are amounts lent by the Automobile Distribution segment to the Vehicle Glass segment, at arm's length conditions.
The intra-segment subordinated loan represents an amount lent by s.a. D'Ieteren Services n.v., a wholly-owned subsidiary of the Parent, to D'Ieteren Lease at arm's length conditions. This inter-company loan is eliminated upon consolidation but is separately presented in notes 23 and 31 due to the classification of D'Ieteren Lease's assets and liabilities as held for sale. This subordinated loan will be repaid at the occasion of the contribution of D'Ieteren Lease to Volkswagen D'Ieteren Finance.
Non-current borrowings are due for settlement after more than one year, in accordance with the maturity profile set out below:
| EUR million | 2011 | 2010 |
|---|---|---|
| Between one and five years | 475.6 | 1,591.5 |
| After more than five years | 312.6 | 147.1 |
| Non-current borrowings | 788.2 | 1,738.6 |
The exposure of the Group's borrowings to interest rate changes and the repricing dates (before the effect of the debt derivatives) at the balance sheet date is as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Less than one year | 53.1 | 982.7 |
| Between one and five years | 475.6 | 968.1 |
| After more than five years | 312.6 | 144.0 |
| Borrowings | 841.3 | 2,094.8 |
The interest rate and currency profiles of borrowings are as follows (including the value of the adjustment for hedged borrowings disclosed in note 32):
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Currency | Fixed | Floating | Total | Fixed | Floating | Total |
| rate | rate | rate | rate | |||
| EUR | 355.4 | 304.6 | 660.0 | 446.6 | 1,043.2 | 1,489.8 |
| GBP | 24.0 | 5.0 | 29.0 | 48.7 | 0.1 | 48.8 |
| USD | 397.9 | 14.2 | 412.1 | 477.4 | 77.4 | 554.8 |
| Other | 5.3 | 2.4 | 7.7 | 4.8 | 1.4 | 6.2 |
| Total | 782.6 | 326.2 | 1,108.8 | 977.5 | 1,122.1 | 2,099.6 |
When the effects of debt derivatives are taken into account, the interest rate and currency profiles of borrowings are as follows:
| EUR million | 2011 | 2010 | ||||
|---|---|---|---|---|---|---|
| Currency | Fixed | Floating | Total | Fixed | Floating | Total |
| rate | rate | rate | rate | |||
| EUR | 763.8 | -180.4 | 583.4 | 1,531.6 | 52.3 | 1,583.9 |
| GBP | 24.0 | 5.0 | 29.0 | 48.7 | 101.1 | 149.8 |
| USD | 474.5 | 14.2 | 488.7 | 366.0 | 1.3 | 367.3 |
| Other | 5.3 | 2.4 | 7.7 | 4.8 | -6.2 | -1.4 |
| Total | 1,267.6 | -158.8 | 1,108.8 | 1,951.1 | 148.5 | 2,099.6 |
The floating rate borrowings bear interest at various rates set with reference to the prevailing EURIBOR or equivalent. The range of interest rates applicable for fixed rate borrowings outstanding is as follows:
| 2011 | 2010 | |||
|---|---|---|---|---|
| Currency | Min. | Max. | Min. | Max. |
| EUR | 1.9% | 6.6% | 2.0% | 6.8% |
| GBP | 3.0% | 5.9% | 4.0% | 5.9% |
| USD | 2.0% | 7.0% | 2.0% | 7.0% |
| Other | 2.9% | 20.6% | 3.7% | 16.9% |
The fair value of current borrowings approximates to their carrying amount. The fair value of non-current borrowings is set out below:
| EUR million | 2011 | 2010 | |||
|---|---|---|---|---|---|
| Fair | Carrying | Fair | Carrying | ||
| value | amount | value | amount | ||
| Bonds | 255.3 | 249.7 | 359.4 | 349.6 | |
| Bonds under securitisation programme | - | - | 186.4 | 186.4 | |
| Obligations under finance leases | 25.9 | 25.9 | 30.4 | 30.4 | |
| Bank loans, loan notes and other loans | 509.3 | 512.6 | 1,139.2 | 1,147.4 | |
| Deferred consideration | - | - | 23.0 | 24.8 | |
| Non-current borrowings | 790.5 | 788.2 | 1,738.4 | 1,738.6 |
The fair value of the bonds is determined based on their market prices. The fair value of the bonds under securitisation programme is equal to their carrying amount. The fair value of the other borrowings is based on either tradable market values, or where such market values are not readily available is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
Certain of the borrowings in the Group have covenants attached.
Net debt is a non-GAAP measure, i.e. its definition is not addressed by IFRS. The Group does not represent net debt as an alternative to financial measures determined in accordance with IFRS. The Group uses the concept of net debt to reflect its indebtedness. Net debt is based on borrowings less cash, cash equivalents and non-current and current asset investments. It excludes the fair value of derivative debt instruments. The hedged borrowings (i.e. those that are accounted for in accordance with the hedge accounting rules of IAS 39) are translated at the contractual foreign exchange rates of the related cross currency swaps. The other borrowings are translated at closing foreign exchange rates.
| EUR million Notes |
31 December 2011 | 31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | |||
| Distribution | Glass | Distribution | Rental | Glass | |||||
| Non-current borrowings | 251.3 | 536.9 | 788.2 | 537.5 | - | 740.6 | 1,278.1 | ||
| Current borrowings | 12.0 | 41.1 | 53.1 | 29.1 | - | 29.6 | 58.7 | ||
| Inter-segment financing | -240.0 | 240.0 | - | - | - | - | - | ||
| Adjustment for hedged borrowings | - | -2.9 | -2.9 | - | - | - | - | ||
| Gross debt | 23.3 | 815.1 | 838.4 | 566.6 | - | 770.2 | 1,336.8 | ||
| Less: Cash and cash equivalents | -213.5 | -36.5 | -250.0 | -2.1 | - | -33.4 | -35.5 | ||
| Less: Current financial assets | -0.3 | - | -0.3 | -8.9 | - | - | -8.9 | ||
| Less: Other non-current receivables | -0.5 | - | -0.5 | -0.5 | - | - | -0.5 | ||
| Net debt from continuing activities excluding assets and liabilities classified as held for sale |
-191.0 | 778.6 | 587.6 | 555.1 | - | 736.8 | 1,291.9 | ||
| Net debt in assets and liabilities classified as held for sale | 23 | 262.6 | - | 262.6 | - | - | - | - | |
| Net debt from discontinued operations | - | - | - | - | 531.1 | - | 531.1 | ||
| Total net debt | 71.6 | 778.6 | 850.2 | 555.1 | 531.1 | 736.8 | 1,823.0 |
The Group is committed to acquiring the non-controlling shareholdings owned by third parties in Belron, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected as a financial liability in the consolidated statement of financial position.
For put options granted to non-controlling shareholders prior to 1 January 2010, the goodwill is adjusted at period end to reflect the change in the exercise price of the options and the carrying value of non-controlling interest to which they relate. This treatment reflects the economic substance of the transaction, and has no impact on the result attributable to equity holders of the Parent.
For put options granted to non-controlling shareholders as from 1 January 2010, at inception, the difference between the consideration received and the exercise price of the options granted is recognised against the group's share of equity. At each period end, the re-measurement of the financial liability resulting from these options is recognised in the consolidated income statement as a re-measurement item in net finance costs.
At 31 December 2011, the exercise price of all options granted to non-controlling shareholders amounts to EUR 154.0 million (put options with related call options, exercisable until 2024). At 31 December 2010, the exercise price of all options granted to noncontrolling shareholders amounted to EUR 163.0 million and comprised EUR 149.8 million of put options with related call options, exercisable until 2024 and EUR 13.2 million of expected price adjustment on put options exercised in September 2009 by Cobepa (settled in 2011 - see note 9).
For put options granted to non-controlling shareholders prior to 1 January 2010, the difference between the exercise price of the options and the carrying value of the non-controlling interest (EUR 40.3 million at 31 December 2011) is presented as additional goodwill (EUR 92.5 million at 31 December 2011).
For put options granted to non-controlling shareholders as from 1 January 2010, the re-measurement at year-end of the financial liability resulting from these options amounts to EUR 0.6 million and is recognised in the consolidated income statement as a remeasurement charge in net finance costs (see note 9).
The exercise price of the put options takes into account estimates of the future profitability of Belron. Should the underlying estimates change, the value of the put options recognised in the statement of financial position would be impacted, with impacts on the related goodwill and net finance costs.
Other non-current payables are non interest-bearing deferred consideration on acquisitions, payable after more than 12 months. The carrying value of other non-current payables approximates to their fair value.
Trade and other payables are analysed below:
| EUR million | 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Car | Vehicle | Group | ||
| Distribution | Glass | Distribution | Rental | Glass | ||||
| Trade payables | 99.4 | 98.3 | 197.7 | 86.4 | 207.8 | 95.4 | 389.6 | |
| Accrued charges and deferred income | 37.1 | 5.7 | 42.8 | 51.9 | 212.7 | 2.6 | 267.2 | |
| Non-income taxes | 6.4 | 15.8 | 22.2 | 4.0 | 42.7 | 12.4 | 59.1 | |
| Deferred consideration on acquisitions | - | 6.9 | 6.9 | - | - | 5.7 | 5.7 | |
| Other creditors | 46.8 | 241.3 | 288.1 | 56.8 | 65.1 | 274.1 | 396.0 | |
| Trade and other payables | 189.7 | 368.0 | 557.7 | 199.1 | 528.3 | 390.2 | 1,117.6 |
Trade and other current payables are expected to be settled within 12 months. The carrying value of trade and other current payables approximates to their fair value.
The employee benefit expense is analysed below:
| EUR million | 2011 | 2010 (1) | ||||
|---|---|---|---|---|---|---|
| Automobile | Vehicle | Group | Automobile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | |||
| Retirement benefit charges under defined contribution schemes |
-5.2 | -13.3 | -18.5 | -4.9 | -12.1 | -17.0 |
| Retirement benefit charges under defined benefit schemes (see note 20) |
-0.7 | 7.0 | 6.3 | -0.8 | -6.1 | -6.9 |
| Total retirement benefit charge | -5.9 | -6.3 | -12.2 | -5.7 | -18.2 | -23.9 |
| Wages, salaries and social security costs | -135.1 | -980.9 | -1,116.0 | -123.7 | -1,004.5 | -1,128.2 |
| Share-based payments: equity-settled | -1.0 | - | -1.0 | -0.6 | - | -0.6 |
| Total employee benefit expense | -142.0 | -987.2 | -1,129.2 | -130.0 | -1,022.7 | -1,152.7 |
| of which: current items | -142.0 | -998.9 | -1,140.9 | -130.0 | -1,022.7 | -1,152.7 |
| of which: unusual items (defined benefit schemes - of which: see notes 9 and 20) |
- | 11.7 | 11.7 | - | - | - |
(1) As restated (see note 2.1).
The above expense includes the amounts charged in 2011 and in 2010 in respect of the long-term management incentive schemes mentioned in note 30.
The staff numbers are set out below (average full time equivalents):
| 2011 | 2010 (1) | |
|---|---|---|
| Automobile Distribution | 1,685 | 1,584 |
| Vehicle Glass | 25,199 | 24,790 |
| Group | 26,884 | 26,374 |
(1) As restated (see note 2.1).
There is in the Group an equity-settled share-based payment scheme. Since 1999, share option schemes have been granted to officers and managers of the Automobile Distribution segment, in the framework of the Belgian law of 26 March 1999. The underlying share is the ordinary share of s.a. D'Ieteren n.v.
Options outstanding are as follows:
| Date of grant | Number of options | Exercise | Exercise | ||
|---|---|---|---|---|---|
| (in units) | price | period | |||
| 2011 | 2010 | (EUR) | From | To | |
| 2011 | 217,814 | - | 35.00 | 1/01/2015 | 22/12/2021 |
| 2010 | 81,350 | 81,350 | 39.60 | 1/01/2014 | 3/10/2020 |
| 2009 | 107,850 | 107,850 | 24.00 | 1/01/2013 | 27/10/2019 |
| 2008 | 121,530 | 121,230 | 12.10 | 1/01/2012 | 5/11/2018 |
| 2007 | 72,910 | 97,130 | 26.40 | 1/01/2011 | 2/12/2022 |
| 2006 | 40,300 | 44,850 | 26.60 | 1/01/2010 | 27/11/2021 |
| 2005 | 45,250 | 58,550 | 20.90 | 1/01/2009 | 6/11/2020 |
| 2004 | 28,950 | 37,350 | 14.20 | 1/01/2008 | 28/11/2019 |
| 2003 | 27,200 | 41,200 | 16.34 | 1/01/2007 | 16/11/2018 |
| 2002 | 31,200 | 37,600 | 11.60 | 1/01/2006 | 13/10/2015 |
| 2001 | 14,250 | 26,250 | 13.30 | 1/01/2005 | 25/10/2014 |
| 2000 | 25,000 | 37,350 | 26.70 | 1/01/2004 | 25/09/2013 |
| 1999 | 32,525 | 57,380 | 37.50 | 1/01/2003 | 17/10/2012 |
| Total | 846,129 | 748,090 |
A high proportion of outstanding options are covered by treasury shares (see note 29).
A reconciliation of the movements in the number of outstanding options during the year is as follows:
| Number (in units) |
Weighted average exercise price (EUR) |
|||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| Outstanding options at the beginning of the period | 748,090 | 1,019,510 | 23.30 | 22.02 |
| Granted during the period | 217,814 | 81,350 | 35.00 | 39.60 |
| Forfeited during the period | - | -3,600 | - | 18.50 |
| Exercised during the period | -120,075 | -349,170 | 24.00 | 23.50 |
| Other movements during the period | 300 | - | 12.00 | - |
| Outstanding options at the end of the period | 846,129 | 748,090 | 26.20 | 23.30 |
| of which: exercisable at the end of the period | 439,115 | 437,660 | 16.50 | 17.30 |
In 2011, a large part of the options were exercised during the first quarter of the period. The average share price during the period was EUR 43.20 (2010: EUR 36.57).
For share options outstanding at the end of the period, the weighted average remaining contractual life is as follows:
| Number | |
|---|---|
| of years | |
| 31 December 2011 | 8.0 |
| 31 December 2010 | 8.1 |
IFRS 2 "Share-Based Payment" requires that the fair value of all share options issued after 7 November 2002 is charged to the income statement. The fair value of the options must be assessed on the date of each issue. The assumptions for the 2011 and 2010 issues were as follows:
| 2011 | 2010 | |
|---|---|---|
| Number of employees | 223 | 106 |
| Spot share price (EUR) | 34.34 | 39.58 |
| Option exercise price (EUR) | 35.00 | 39.60 |
| Vesting period (in years) | 3.0 | 3.0 |
| Expected life (in years) | 7.0 | 6.8 |
| Expected volatility (in %) | 27% | 32% |
| Risk free rate of return (in %) | 2.19% | 2.67% |
| Expected dividend (EUR) | 0.425 | 0.350 |
| Probability of ceasing employment before vesting (in %) | 0% | 0% |
| Weighted average fair value per option (EUR) | 11.04 | 15.07 |
Expected volatility and expected dividends were provided by an independent expert. The risk free rate of return is based upon EUR zero-coupon rates with an equivalent term to the options granted.
Treasury policies aim to ensure permanent access to sufficient liquidity, and to monitor and limit interest and currency exchange risks. These are summarised below:
Each business unit of the Group seeks to ensure that it has sufficient committed funding in place to cover its requirements - as estimated on the basis of its long-term financial projections - in full for at least the next 12 months. Long-term funding is managed at the level of each business unit. This funding is complemented by various sources of uncommitted liquidity (short-term banking facilities, commercial paper).
The long-term funding mainly consists of:
The securitisation programme of the leasing activities has been fully repaid in early 2012 at the occasion of the contribution of D'Ieteren Lease to Volkswagen D'Ieteren Finance, a joint venture created by the Group and Volkswagen Financial Services (a subsidiary of the Volkswagen group). Debt finance will be provided by the latter going forward. At year-end, the bonds issued throughout this programme are therefore considered as due within one year.
Repayment dates are spread as evenly as possible and funding sources are diversified in order to mitigate refinancing risk (timing, markets) and its associated costs (credit spread risk).
Cash pooling schemes are sought and implemented each time when appropriate (in the Automobile Distribution and the Vehicle Glass segments) in order to minimise gross financing needs and costs of liquidity.
The following is an analysis of the contractual undiscounted cash flows payable under financial liabilities together with derivative financial instrument assets and liabilities at balance sheet date:
| EUR million | Due within | Due between | Due after | Total | ||||
|---|---|---|---|---|---|---|---|---|
| one year | one and five years | five years | ||||||
| Capital | Interest | Capital | Interest | Capital | Interest | Capital | Interest | |
| At 31 December 2011 | ||||||||
| Borrowings | ||||||||
| Bonds | 100.0 | 17.8 | 249.7 | 29.3 | - | - | 349.7 | 47.1 |
| Bonds under securitisation programme | 181.4 | 1.0 | - | - | - | - | 181.4 | 1.0 |
| Obligations under finance leases | 20.3 | 0.5 | 25.3 | 2.3 | 0.7 | 0.1 | 46.3 | 2.9 |
| Other borrowings | 22.6 | 28.6 | 203.6 | 78.3 | 312.3 | 46.4 | 538.5 | 153.3 |
| Total | 324.3 | 47.9 | 478.6 | 109.9 | 313.0 | 46.5 | 1,115.9 | 204.3 |
| Trade and other payables | 557.7 | - | - | - | - | - | 557.7 | - |
| Derivative financial assets and liabilities | ||||||||
| Derivative contracts - receipts | -26.3 | -21.0 | - | -34.7 | -76.6 | -20.1 | -102.9 | -75.8 |
| Derivative contracts - payments | 25.4 | 18.9 | - | 23.0 | 73.6 | 9.8 | 99.0 | 51.7 |
| Total | 881.1 | 45.8 | 478.6 | 98.2 | 310.0 | 36.2 | 1,669.7 | 180.2 |
| At 31 December 2010 | ||||||||
| Borrowings | ||||||||
| Bonds | - | 17.8 | 349.6 | 47.0 | - | - | 349.6 | 64.8 |
| Bonds under securitisation programme | - | 5.5 | 183.4 | 11.2 | 3.0 | 0.1 | 186.4 | 16.8 |
| Obligations under finance leases | 205.5 | 6.1 | 29.6 | 2.8 | 0.8 | 0.2 | 235.9 | 9.1 |
| Other borrowings | 151.2 | 37.4 | 1,025.7 | 64.3 | 119.9 | 9.4 | 1,296.8 | 111.1 |
| Deferred consideration | 0.3 | - | 1.4 | - | 23.4 | - | 25.1 | - |
| Total | 357.0 | 66.8 | 1,589.7 | 125.3 | 147.1 | 9.7 | 2,093.8 | 201.8 |
| Trade and other payables | 1,117.3 | - | - | - | - | - | 1,117.3 | - |
| Derivative financial assets and liabilities | ||||||||
| Derivative contracts - receipts | -286.8 | -17.4 | -82.2 | -27.6 | - | - | -369.0 | -45.0 |
| Derivative contracts - payments | 293.7 | 20.2 | 76.9 | 25.8 | - | - | 370.6 | 46.0 |
| Total | 1,481.2 | 69.6 | 1,584.4 | 123.5 | 147.1 | 9.7 | 3,212.7 | 202.8 |
The Group seeks to cap the impact of adverse interest rates movements on its current financial results, particularly in relation to the next 12 months. To manage its interest rate exposures, the Group primarily uses forward rate agreements, interest rate swaps, caps and floors. Each business unit determines its own minimum hedge percentages, which, for the period up to 12 months, are comprised between 50% and 100%, and thereafter gradually lower over time.
The hedge horizon overall is typically 3 years. Hedges, or fixed rate indebtedness, beyond 5 years are unusual.
More specifically, the Automobile Distribution segment seeks to protect the margins forthcoming from its long-term (operational) leasing activity (D'Ieteren Lease). Here, hedging is driven by lease contracts duration (estimated length of contracts, amortisation profiles). As explained in note 2.1, D'Ieteren Lease has been contributed in early 2012 to Volkswagen D'Ieteren Finance, a new joint venture created by the Group and Volkswagen Financial Services (a subsidiary of the Volkswagen group).
A change of 100 basis point in interest rate at the reporting date would have increased/decreased equity and result from continuing operations by the amounts shown below. This analysis assumes that all other variables remain constant.
| EUR million | Result from continuing operations | Cash flow hedge reserve | ||||
|---|---|---|---|---|---|---|
| 1% increase | 1% decrease | 1% increase | 1% decrease | |||
| 31 December 2011 | 2.9 | -2.9 | - | - | ||
| 31 December 2010 (1) | -0.5 | 0.4 | -20.4 | 20.4 |
(1) As restated (see note 2.1).
The Group's objective is to protect its cash flows and investments from the potentially high volatility of the foreign exchange markets by hedging any material net foreign currency exposure. Material means in excess of one million euros. Transaction exposures are limited and generally not material. When material, they are reduced or cancelled as soon as they are identified.
Investments outside the Eurozone generate translation exposures. These are minimised mainly through the creating of liabilities (debt) denominated in the same currency as the cash flows generated by the corresponding assets. To complement these natural hedges, the Group uses instruments such as forwards, swaps, plain-vanilla foreign exchange options and, when appropriate, cross currency swaps.
The hedging levels are reviewed periodically, in light of the market conditions and each time a material asset is added or removed.
A 10 percent strenghtening/weakening of the euro against the following currencies at 31 December would have increased/decreased equity and result from continuing operations by the amounts shown below. This analysis assumes that all other variables remain constant:
| EUR million | Result from continuing operations | Equity | |||
|---|---|---|---|---|---|
| 10% strenghtening | 10% weakening | 10% strenghtening | 10% weakening | ||
| 31 December 2011 | |||||
| EUR vs GBP | 0.1 | -0.1 | -5.9 | 7.2 | |
| EUR vs USD | 1.0 | -1.2 | -0.2 | 0.2 | |
| 31 December 2010 (1) | |||||
| EUR vs GBP | 0.1 | -0.1 | -17.9 | 20.1 | |
| EUR vs USD | 0.1 | -0.1 | -0.3 | 0.3 | |
| EUR vs CHF | - | - | -3.1 | 3.1 |
(1) As restated (see note 2.1).
Exposure limits to financial counterparties in respect of both amount and duration are set in respect of derivatives and cash deposits. Such transactions are effected with a limited number of pre-designated banks on the basis of their publicly available credit ratings, which are checked at least once a year. The required minimum rating is A- (Standard and Poor's). Limits on length of exposure per category of transaction are in place to protect liquidity and mitigate counterparty default risks. The instruments and their documentation must be authorized before entering the contemplated transactions.
There is no meaningful price risk other than those mentioned above.
Within this framework, considerable autonomy is granted to each of the businesses.
IFRS7 requires disclosure of how the fair value measurements fit within the fair value measurement hierarchy. The following table presents the Group's financial assets and liabilities measured at fair value within the hierarchy:
| EUR million | 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Non-current and current assets: | ||||||||
| Available-for-sale financial assets | - | - | - | - | 0.2 | - | - | 0.2 |
| Derivative hedging instruments | - | 16.8 | - | 16.8 | - | 4.9 | - | 4.9 |
| Derivatives held for trading | - | 12.3 | - | 12.3 | - | 19.7 | 2.2 | 21.9 |
| Total assets | - | 29.1 | - | 29.1 | 0.2 | 24.6 | 2.2 | 27.0 |
| Non-current and current liabilities: | ||||||||
| Derivative hedging instruments | - | - | - | - | - | 30.2 | - | 30.2 |
| Derivatives held for trading | - | 10.7 | - | 10.7 | - | 24.7 | - | 24.7 |
| Total liabilities | - | 10.7 | - | 10.7 | - | 54.9 | - | 54.9 |
Level 1 comprises those financial instruments measured at fair value where the valuation is based on quoted prices (unadjusted) in active markets for identifiable assets or liabilities. As at 31 December 2010, in the Vehicle Glass segment, the available-for-sale financial assets comprise a non-controlling interest in a listed company.
Level 2 comprises those financial instruments measured at fair value where the valuation is based on inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (this is, as prices) or indirectly (that is, derived from prices). The fair values of all the Group's derivative hedging instruments and derivatives held for trading are determined using valuation techniques. These valuations techniques maximise the use of observable market data where it is available, and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The fair value of the Group's derivative hedging instruments and derivatives held for trading (other than the embedded derivative as at 31 December 2010 in the Car Rental segment – see note 19) are calculated as the present value of the estimated future cash flows based on observable yield curves, and are therefore included in level 2.
Level 3 comprises those financial instruments measured at fair value where the valuation is based on inputs for the asset or liability that are not based on observable data. In 2010, the fair value of the embedded derivative contract (in the Car Rental segment - see note 19) was determined using option valuation techniques which were based on both observable market rates, but also assumptions with respect to estimates of exercise probabilities. The embedded derivative was therefore included in level 3.
| EUR million | 2011 | 2010 |
|---|---|---|
| Commitments to acquisition of non-current assets | 26.3 | 60.2 |
| Other important commitments: | ||
| Commitments given | 40.4 | 40.4 |
| Commitments received | 3.5 | 2.8 |
In 2011, the commitments to acquisition of non-current assets mainly concern the vehicle fleet in the Automobile segment and other property, plant and equipment in the Vehicle Glass segment.
The Group is a lessee in a number of operating leases (mainly buildings, non-fleet vehicles and items of property, plant and equipment). The related future minimum lease payments under non-cancellable operating leases, per maturity, are as follows:
| EUR million | 2011 | 2010 |
|---|---|---|
| Within one year | 109.7 | 196.2 |
| Later than one year and less than five years | 302.1 | 395.9 |
| After five years | 113.0 | 138.2 |
| Total | 524.8 | 730.3 |
The Group also acts as a lessor in a number of operating leases, mainly through its wholly-owned subsidiary s.a. D'Ieteren Lease n.v. The related future minimum lease payments under non-cancellable operating leases, per maturity, are as follows:
| EUR million | 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|---|
| Investment | Vehicles | Other | Total | Investment | Vehicles | Other | Total | |
| property | property, | property | property, | |||||
| plant and | plant and | |||||||
| equipment | equipment | |||||||
| Within one year | 0.7 | 88.0 | - | 88.7 | 0.8 | 86.0 | - | 86.8 |
| Later than one year and less than five years |
2.8 | 129.9 | - | 132.7 | 1.6 | 122.5 | - | 124.1 |
| After five years | 0.3 | 0.2 | - | 0.5 | 0.2 | 0.2 | - | 0.4 |
| Total | 3.8 | 218.1 | - | 221.9 | 2.6 | 208.7 | - | 211.3 |
At each year end, the Group also had prepaid various other operating lease commitments in relation to vehicles sold under buyback agreements, included in deferred income in note 35.
The revenue, expenses, rights and obligations arising from leasing arrangements regarding investment property are not considered material to the Group, and accordingly a general description of these leasing arrangements is not disclosed.
Under the securitisation programme (see notes 14, 19, 25, 31), D'Ieteren Lease granted a floating charge on its business to the bondholders to secure its obligations. The floating charge was granted for up to the following amounts:
| EUR million | 2011 | 2010 |
|---|---|---|
| With entities with joint control or significant influence over the Group: | ||
| Amount of the transactions entered into during the period | 0.7 | 0.8 |
| Outstanding creditor balance at 31 December | 10.4 | 15.0 |
| With associates: | ||
| Sales | 11.6 | 8.1 |
| Purchases | -0.6 | -0.3 |
| Trade receivables outstanding at 31 December | 1.0 | 0.5 |
| With joint ventures in which the Group is a venturer: | ||
| Sales | - | 1.7 |
| Trade receivables outstanding at 31 December | - | 0.6 |
| With key management personnel: | ||
| Compensation: | ||
| Short-term employee benefits | 5.4 | 4.4 |
| Post-employment benefits | 0.2 | 0.5 |
| Total compensation | 5.6 | 4.9 |
| Amount of the other transactions entered into during the period | n/a | n/a |
| Outstanding creditor balance at 31 December | n/a | n/a |
| With other related parties: | ||
| Amount of the transactions entered into during the period | 0.2 | 0.2 |
| Outstanding creditor balance at 31 December | 0.5 | - |
In June 2011 the Boards of Avis Budget Group, Inc. and Avis Europe plc announced that they had reached agreement on the terms of a recommended cash acquisition (315 pence in cash for each Avis Europe share) of the entire share capital of Avis Europe plc by Avis Budget Group by way of a Court-sanctioned Scheme of arrangement between Avis Europe plc and the Avis Europe shareholders under Part 26 of the UK Companies Act. The Board of Directors of the Parent undertook irrevocably to vote in favour of this Scheme, which was effective on 3 October 2011. The Board of Directors of the Parent considered that the Group had lost control at this effective date and has therefore de-consolidated Avis Europe plc and its subsidiaries (Car Rental segment) as from 1 October 2011. The disposal proceeds (EUR 411.8 million after taking into account foreign exchange economic hedging) was received in October 2011.
The Board of Directors of the Parent also considered that the recognition criteria as defined in IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations" were met and has therefore decided to present the 9 months results of the Car Rental segment as a discontinued operation. The consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended 31 December 2010 have been restated accordingly.
The assets and liabilities of the Car Rental segment were re-measured to the lower of carrying amount and fair value less costs to sell at the date of its classification as held for sale.
The Board of Directors of the Parent has considered that the consideration offered for the acquisition of the shares was an indication that the impairment recognised in 2008 on the Avis licence rights has decreased. As a result and in accordance with the requirements of IAS 36, a reversal of impairment charge has been recognised to bring the carrying amount of the Car Rental segment to its fair value less costs to sell at the date of disposal. The resulting reversal of impairment charge (gross amount of EUR 96.2 million) has been fully allocated to the value of the Avis licence rights. This reversal of impairment has also led to an increase of EUR 28.8 million in the deferred tax liability arising on the recognition of the Avis licence rights.
| EUR million | 30 September 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|---|
| Total | Current items (1) |
Unusual items and re-measu- rements (1) |
Total | Current items (1) |
Unusual items and re-measu- rements (1) |
|
| Sales | 1,161.2 | 1,161.2 | - | 1,519.8 | 1,519.8 | - |
| Operating result | 136.4 | 157.7 | -21.3 | 92.0 | 108.2 | -16.2 |
| Net finance costs | -39.1 | -36.7 | -2.4 | -58.3 | -59.5 | 1.2 |
| Result before tax | 97.3 | 121.0 | -23.7 | 33.7 | 48.7 | -15.0 |
| Share of result of entities accounted for using the equity method |
0.6 | 0.6 | - | 2.3 | 2.3 | - |
| Tax expense | -29.3 | -35.5 | 6.2 | -16.6 | -23.1 | 6.5 |
| Result after tax of discontinued operations | 68.6 | 86.1 | -17.5 | 19.4 | 27.9 | -8.5 |
| Result before tax recognised on the re-measurement of assets disposed of |
96.2 | - | 96.2 | - | - | - |
| Recycling of other comprehensive income reserves | -13.6 | - | -13.6 | - | - | - |
| Tax expense | -28.8 | - | -28.8 | - | - | - |
| Result after tax from discontinued operations | 122.4 | 86.1 | 36.3 | 19.4 | 27.9 | -8.5 |
(1) See summary of significant accounting policies in note 2 and unusual items and re-measurements in note 9.
In accordance with the requirements of IFRS 5, the Group has decided not to depreciate the Car Rental's non-current assets (including fleet vehicles) as from the date of its classification as held for sale (30 June 2011). The impact in the consolidated income statement is EUR 36.4 million.
| EUR million | 30 September 2011 | 31 December 2010 |
|---|---|---|
| Operating result | -21.3 | -16.2 |
| Re-measurements of financial instruments | -0.1 | -2.8 |
| Amortisation of Avis licence rights | -6.2 | -13.7 |
| Other unusual items | -15.0 | 0.3 |
| Net finance costs | -2.4 | 1.2 |
| Re-measurements of financial instruments | 0.8 | -4.6 |
| Foreign exchange | 0.3 | -2.0 |
| Other unusual items | -3.5 | 7.8 |
| Result before tax recognised on the re-measurement of assets disposed of | 96.2 | - |
| Reversal of impairment of Avis licence rights | 96.2 | - |
| Recycling of other comprehensive income reserves | -13.6 | - |
| Recycling of cash flow hedges | -6.3 | - |
| Recycling of translation differences | -7.3 | - |
| Tax expense | -22.6 | 6.5 |
| Total unusual items and re-measurements | 36.3 | -8.5 |
In the period, other unusual items presented in operating result are costs relating to the acquisition of Avis Europe by Avis Budget Group Inc. (national insurance costs associated with share options and professional, legal and consultancy costs recognised by Avis Europe).
| EUR million | 30 September 2011 |
|---|---|
| Goodwill | 0.9 |
| Other intangible assets | 453.4 |
| Vehicles | 549.5 |
| Other property, plant and equipment | 58.5 |
| Equity accounted investments | 17.5 |
| Available-for-sale financial assets | 0.1 |
| Deferred tax assets | 51.0 |
| Non-current assets | 1,130.9 |
| Inventories | 9.7 |
| Derivatives instruments | 1.3 |
| Current tax assets | 1.2 |
| Trade and other receivables | 1,356.6 |
| Cash and cash equivalents | 109.5 |
| Current assets | 1,478.3 |
| TOTAL ASSETS | 2,609.2 |
| Non-controlling interest | 265.2 |
| Long-term employee benefit obligations | 75.6 |
| Other provisions | 26.8 |
| Borrowings | 24.2 |
| Deferred tax liabilities | 150.4 |
| Non-current liabilities | 277.0 |
| Provisions | 25.4 |
| Derivatives instruments | 22.4 |
| Borrowings | 906.4 |
| Current tax liabilities | 43.4 |
| Trade and other payables | 660.6 |
| Current liabilities | 1,658.2 |
| TOTAL EQUITY AND LIABILITIES | 2,200.4 |
| EUR | 30 September 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|---|
| Total | Current items (1) |
Unusual items and re-measu- rements (1) |
Total | Current items (1) |
Unusual items and re-measu- rements (1) |
|
| Basic | 1.26 | 0.94 | 0.32 | 0.21 | 0.31 | -0.10 |
| Diluted | 1.26 | 0.94 | 0.32 | 0.22 | 0.30 | -0.08 |
(1) See summary of significant accounting policies in note 2 and unusual items and re-measurements in note 9.
| EUR million | 30 September 2011 | 31 December 2010 |
|---|---|---|
| Total comprehensive income attributable to equity holders | ||
| Result for the period | 122.4 | 19.4 |
| Actuarial gains (losses) on employee benefit obligations | -5.8 | 7.4 |
| Translation differences | 4.8 | 9.4 |
| Cash flow hedges: fair value gains (losses) in equity | - | -7.4 |
| Cash flow hedges: transferred to income statement | 2.2 | 10.0 |
| Tax relating to items recognised in other comprehensive income | 2.9 | -1.1 |
| Recycling to income statement of translation differences | 7.3 | - |
| Recycling to income statement of cash flow hedges | 6.3 | - |
| Total | 140.1 | 37.7 |
| EUR million | 30 September 2011 | 31 December 2010 |
|---|---|---|
| Net cash generated from operating activities | -104.7 | 177.0 |
| Net cash from investing activities | -4.6 | -6.3 |
| Net cash from financing activities | -12.9 | -0.1 |
| Effect on cash flows | -122.2 | 170.6 |
The full list of companies concerned by articles 114 and 165 of the Royal Decree of 30 January 2001 implementing the Company Code will be lodged with the Central Balance Sheet department of the National Bank of Belgium. It is also available on request from the Parent head office (see note 1).
The main fully consolidated subsidiaries of the Parent are listed below:
| Name | Country of incorporation | % of share capital owned | % of share capital owned |
|---|---|---|---|
| at 31 Dec. 2011 | at 31 Dec. 2010 | ||
| Automobile Distribution | |||
| s.a. D'Ieteren Lease n.v. | Belgium | 100% | 100% |
| s.a. D'Ieteren Sport n.v. | Belgium | 75% | 75% |
| Power To Wheels s.a. | Belgium | 100% | 100% |
| s.a. D'Ieteren Services n.v. | Belgium | 100% | 100% |
| s.a. D'Ieteren Treasury n.v. | Belgium | 100% | 100% |
| D'Ieteren Trading b.v. | The Netherlands | 100% | 100% |
| D'Ieteren Car Rental s.a. | Luxemburg | - | 100% |
| D'Ieteren Vehicle Glass s.a. | Luxemburg | 100% | 100% |
| Dicobel s.a. | Belgium | 100% | 100% |
| Verellen s.a. | Belgium | 100% | 100% |
| Kronos Automobiles s.a. | Belgium | 100% | 100% |
| Penders s.a. | Belgium | 100% | - |
| Car Rental | |||
| Avis Europe plc | United Kingdom | - | 59.59% |
| Vehicle Glass | |||
| Belron s.a. | Luxemburg | 92.73% | 92.73% |
Taking into account the treasury shares held by Avis Europe, the percentages used for the consolidation of Avis Europe are higher than the proportion held in Avis Europe's share capital shown above:
| 2011 | 2010 | |
|---|---|---|
| Average percentage | 60.13% | 60.06% |
| Year-end percentage | - | 60.05% |
In 2010, taking into account the impact of the sale of one percent of Belron's equity to the family holding company of Belron's CEO, the average percentage used in 2010 for the consolidation of Belron was different than the year-end percentage.
| 2011 | 2010 | |
|---|---|---|
| Average percentage | 92.73% | 93.24% |
| Year-end percentage | 92.73% | 92.73% |
Monthly income statements of foreign operations are translated at the relevant rate of exchange for that month. Except for the statement of financial position which is translated at the closing rate, each line item in these consolidated financial statements represents a weighted average rate.
The main exchange rates used for the translations were as follows:
| Number of euros for one unit of foreign currency | 2011 | 2010 |
|---|---|---|
| Closing rate | ||
| AUD | 0.78 | 0.76 |
| BRL | 0.41 | 0.45 |
| CAD | 0.75 | 0.75 |
| GBP | 1.20 | 1.18 |
| USD | 0.77 | 0.76 |
| Average rate (1) | ||
| AUD | 0.74 | 0.70 |
| BRL | 0.42 | 0.43 |
| CAD | 0.73 | 0.74 |
| GBP | 1.16 | 1.18 |
| USD | 0.72 | 0.76 |
(1) Effective average rate for the profit or loss attributable to equity holders.
The contribution of D'Ieteren Lease sa, the Group subsidiary active in operating leases, to Volkswagen D'Ieteren Finance (joint venture owned 50% minus one share by the Group and 50% plus one share by Volkswagen Financial Services, a subsidiary of the Volkswagen group) occurred in February 2012. The net gain group's share related to the contribution of all D'Ieteren Lease shares amounts to ca. EUR 40 million (after taking into account the settlement of various swaps related to the securitisation programme).
The statutory financial statements of s.a. D'Ieteren n.v. are summarised below in accordance with article 105 of the Company Code. The unabridged version of the statutory financial statements of s.a. D'Ieteren n.v., the related management report and Statutory Auditor's report shall be deposited at the National Bank of Belgium within the legal deadline and may be obtained free of charge from the internet site www.dieteren.com or on request from:
s.a. D'Ieteren n.v. Rue du Mail 50 B-1050 Brussels
The Statutory Auditor has issued an unqualified opinion on the statutory financial statements of s.a. D'Ieteren n.v.
At 31 December
| EUR million | 2011 | 2010 | |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | 2,428.2 | 2,419.0 | |
| II. | Intangible assets | 1.8 | 1.2 |
| III. | Tangible assets | 96.5 | 95.5 |
| IV. | Financial assets | 2,329.9 | 2,322.3 |
| Current assets | 401.1 | 350.3 | |
| V. | Non-current receivables | - | 0.1 |
| VI. | Stocks | 354.5 | 299.1 |
| VII. | Amounts receivable within one year | 19.2 | 23.7 |
| VIII. | Investments | 17.7 | 17.8 |
| IX. | Cash at bank and in hand | 1.8 | 1.4 |
| X. | Deferred charges and accrued income | 7.9 | 8.2 |
| TOTAL ASSETS | 2,829.3 | 2,769.3 | |
| EUR million | 2011 | 2010 | |
| LIABILITIES | |||
| Capital and reserves | 920.4 | 833.1 | |
| I.A. | Issued capital | 160.0 | 160.0 |
| II. | Share premium account | 24.4 | 24.4 |
| IV. | Reserves | 666.0 | 608.7 |
| V. | Accumulated profits | 70.0 | 40.0 |
| Provisions and deferred taxes | 35.6 | 31.6 | |
| Creditors | 1,873.3 | 1,904.6 | |
| VIII. | Amounts payable after one year | 1,306.1 | 1,363.4 |
| IX. | Amounts payable within one year | 507.4 | 489.4 |
| X. | Accrued charges and deferred income | 59.8 | 51.8 |
| TOTAL LIABILITIES | 2,829.3 | 2,769.3 |
Year ended 31 December
| EUR million | 2011 | 2010 | |
|---|---|---|---|
| I. | Operating income | 3,118.9 | 2,640.4 |
| II. | Operating charges | 3,035.5 | 2,579.0 |
| III. | Operating profit | 83.4 | 61.4 |
| IV. | Financial income | 113.5 | 84.7 |
| V. | Financial charges | 65.1 | 54.7 |
| VI. | Result on ordinary activities before income taxes | 131.8 | 91.4 |
| VII. | Extraordinary income | - | 9.4 |
| VIII. | Extraordinary charges | - | - |
| IX. | Result for the period before taxes | 131.8 | 100.8 |
| IXbis. | Deferred taxes | -0.5 | - |
| X. | Income taxes | - | - |
| XI. | Result for the period | 131.3 | 100.8 |
| XII. | Variation of untaxed reserves (1) | -0.7 | - |
| XIII. | Result for the period available for appropriation | 130.6 | 100.8 |
(1) Transfers from untaxed reserves (+) / Transfers to untaxed reserves (-).
Year ended 31 December
| EUR million 2011 APPROPRIATION ACCOUNT Profit (loss) to be appropriated 170.6 |
2010 |
|---|---|
| 130.8 | |
| Gain (loss) of the period available for appropriation 130.6 |
100.8 |
| Profit (loss) brought forward 40.0 |
30.0 |
| Withdrawals from capital and reserves 0.3 |
0.3 |
| from reserves 0.3 |
0.3 |
| Transfer to capital and reserves 56.8 |
67.6 |
| to other reserves 56.8 |
67.6 |
| Profit (loss) to be carried forward 70.0 |
40.0 |
| Profit to be distributed 44.1 |
23.5 |
| Dividends 44.1 |
23.5 |
This proposed appropriation is subject to approval by the Annual General Meeting of 31 May 2012.
The Statutory Auditor is Soc. Civ. SCRL BDO Réviseurs d'entreprises – Bedrijfsrevisoren, ("BDO"). Auditor's remuneration, including the fees charged by entities related to the Statutory Auditor as defined by article 134 of the Company Law, is analysed as follows:
| EUR | 2010 | |
|---|---|---|
| Audit | ||
| s.a. D'Ieteren n.v. (charged by BDO) | 191,500 | 160,000 |
| Non-audit | ||
| Other assurance services | ||
| s.a. D'Ieteren n.v. (charged by BDO) | 126,077 | 27,104 |
| Tax advisory services (charged by SC BDO, Conseils fiscaux - Belastingsconsulenten– former Socofidex) | 14,213 | |
| TOTAL | 201,317 |
The capitalised costs for the development of information technology projects (intangible assets) are amortised on a straightline basis over their useful life. The amortisation period cannot be less than 2 years nor higher than 7 years.
Tangible Fixed Assets are recognised at their acquisition value; this value does not include borrowing costs. Assets held by virtue of long-term leases ("emphytéose"), finance leases or similar rights are entered at their capital reconstitution cost. The rates of depreciation for fixed assets depend on the probable economic lifetime for the assets concerned. As from the 1st of January 2003, tangible fixed assets acquired or constructed after this date shall be depreciated pro rata temporis and the ancillary costs shall be depreciated at the same rate as the tangible fixed assets to which they relate.
The main depreciation rates are the following:
| Rate | Method | |
|---|---|---|
| Buildings | 5% | L/D |
| Building improvements | 10% | L/D |
| Warehouse and garage | 15% | L/D |
| Network identification equipment | 20% | L/D |
| Furniture | 10% | L/D |
| Office equipment | 20% | L/D |
| Rolling stock | 25% | L |
| Heating system | 10% | L/D |
| EDP hardware | 20%-33% | L/D |
L: straight line.
D: declining balance (at a rate twice as high as the equivalent straight line rate).
Tangible fixed assets are revalued if they represent a definite, long-term capital gain. Depreciation of any revaluation surplus is calculated linearly over the remaining lifetime in terms of the depreciation period of the asset concerned.
Financial Fixed Assets are entered either at their acquisition price, after deduction of the uncalled amounts (in the case of shareholdings), or at their nominal value (amounts receivable). They can be revalued, and are written down if they suffer a capital loss or a justifiable long-term loss in value. The ancillary costs are charged to the income statement during the financial year.
Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Write-downs are applied if repayment by the due date is uncertain or compromised in whole or in part, or if the repayment value at the closing date is less than the book value.
Stocks of new vehicles are valued at their individual acquisition price. Other categories of stocks are valued at their acquisition price according to the fifo method, the weighted average price or the individual acquisition price. Write-downs are applied as appropriate, according to the selling price or the market value.
Treasury Investments and Cash at Bank and in Hand are recorded at their acquisition value. They are written down if their realisation value on the closing date of the financial year is less than their acquisition value.
When these treasury investments consist of own shares held for hedging share options, additional write-downs are applied if the exercise price is less than the book value resulting from the above paragraph.
Provisions for Liabilities and Charges are subject to individual valuation, taking into account any foreseeable risks. They are written back by the appropriate amount at the end of the financial year if they exceed the current assessment of the risks which they were set aside to cover.
Amounts Payable are recorded at their nominal value.
Financial fixed assets are valued in accordance with recommendation 152/4 by the Accounting Standards Commission. Stocks are valued at their historical cost. However, the market value (as defined by the average rate on the closing date of the balance sheet) is applied if this is less than the historical cost. Monetary items and commitments are valued at the official rate on the closing date, or at the contractual rate in the case of specific hedging operations. Only negative differences for each currency are entered in the income statement.
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